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Comment by throwaway5752 | Hacker News Reader

"he's being consistent even if it hurts him and his shareholders"

That is not a luxury CEOs get. They do not have a free hand to run companies, they are hired by boards of directors who represent the shareholders. His job is to work for the benefit of shareholders, and if he can't do that then it's simply a case of firing him.

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Tesla did what it needed to do: force the world towards EVs. If it dies, legacy auto and BYD will carry on. It will be a shame if Tesla dies because the board didn’t have the will to push Elon out (wrt the brand, its stationary storage business, and ~120k global employees), such is the peril of poor corporate governance.

I cancelled my Cybertruck res, and after buying four Teslas, I will not spend another dime on one until Elon is gone. Tesla is, hopefully, forced into self preservation by market fundamentals.

If the CEO has to work for the shareholders benefit even outside the work then what about the rank-and-file? Should not all the Amazon employees be forced to shop only at amazon.com and WFM? Should not all Microsoft employees use only Microsoft software? Should all Google employees use Pixel phones and Netflix employees fired for subscribing to competitor streaming services or buying movie tickets?

I think your expectations of loyalty might be a bit exaggerated. A job is a job. Whether as a CEO or as a warehouse picker, it's not one's life.

That you, Steve Ballmer? (He used to get very upset when Microsoft employees used iPhones, apparently).

But no, _employees_ of a company do not have the same fiduciary duties towards a company that its officers do.

Officers are employees too. At what level do you make distinction?

All officers are employees, but not all employees are officers. C-suite employees are all officers at least. I’m not sure how far below that it expands.

So it's just the name of the position? Somebody with a title of "chief nutritional officer" has to live for the employer and somebody doing the same job with the title of "associate project manager" doing the same job of ordering lunches can have a life?

I mean, nothing stops you from making it into job requirements in your company, but, apparently, this is not a requirement at Tesla...

> I mean, nothing stops you from making it into job requirements in your company

What, nothing stops you making director-style fiduciary responsibility a job requirement for normal employees in your company? I'd, er, check with a lawyer before you try that one.

You might want to check with a lawyer or, at least, with Google, what does "fiduciary responsibly" mean.

> C-suite employees are all officers at least.

I'm not sure that's always or even often true, despite the 'O' in the name. You're generally mostly talking about the CEO plus directors.

> His job is to work for the benefit of shareholders, and if he can't do that then it's simply a case of firing him.

I was under the impression that the fiduciary duty was to the company/corporation. At least that's the case in Canada (2008 SCC 69):

* https://www.fasken.com/en/knowledge/doing-business-in-canada...

(Further, legally speaking, the shareholders are not legally the owners of a company, just another type of stakeholder.)

There's a Feynman brain virus that reshapes "fiduciary duty" as "profit for shareholders uber alles".

While institutional shareholders generally mean your boss is an excel sheet seeking profit, the only "duty" to shareholders is still "do not defraud them". They can, of course, seek to change the board though...

That is right in theory, wrong in practice. You can go to jail if you violate your fiduciary responsibility, you can also fulfil your fiduciary duties and easily lose your CEO job if you do not prioritize shareholder returns. I'm talking about publicly traded US based companies, like Tesla. This is how proxy advisory services like ISS and Glass Lewis, and board politics in general work. Tesla has defied the rules for a long time, because of the massive cred for innovation and value creation that Musk has accrued over time. That is finite.

How much room is there for interpretation though?

I mean, can Musk argue that he legitimately believes battling the woke mind virus is for the benefit of Tesla shareholders and their returns on investment and thus fulfilling his fiduciary duty?

In theory shareholders can vote pretty much as they want regarding removal and approval of CEOs.

Breach of fiduciary duty however would be if CEO intentionally defrauded then of their value (essentially, through intentional bad care for the company)

I seem to recall that there was a US Supreme Court decision stating that that is the essential purpose of a corporation. Looking for the citation, though.

“Modern corporate law does not require for profit corporations to pursue profit at the expense of everything else.”

* https://en.wikipedia.org/wiki/Burwell_v._Hobby_Lobby_Stores,....

Can't edit anymore, but of course I meant Friedman not Feynman.

The board of Tesla represents Musk. Their actions lay this bare. They would have fired him after he attempted (and later succeeded) to extort Tesla.

It seems like the current board is stacked with Musk suppoters. So things will have to get very bad before they will push him out.

The evidence does not show these directors doing anything but giving Musk a free hand. Textbook notions don't apply to Tesla.

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