ClaimsEliezer Yudkowsky

“Your annual reminder that there is no such thing whatsoever as a legal duty for a corporation's Board or management to maximize its profits.”

Eliezer Yudkowsky, posting on X 28 November 2021 Post by @ESYudkowsky on X, 2021-11-28 (X)

Factual Economics and markets

There is no legal duty for a corporation's board or management to maximize its profits.

Mostly true True in substance, wrong in a detail.

Factual: Statements about the present or the past, checked against the record: did they hold up?

What would count as true or false

Judged as of 2021-11-28 under US corporate law in general (Delaware in particular), as the context suggests. True: legal authorities (case law, statutes, legal scholarship) show that directors and managers have no enforceable legal duty to maximize profits; the business judgment rule gives them broad discretion; and fiduciary duties of care and loyalty do not require profit maximization. Mostly true: no general duty to maximize profits exists, but there are narrow exceptions (for example Revlon duties to maximize shareholder value in a sale of control, or dicta such as Dodge v. Ford or eBay v. Newmark) that the absolute wording 'no such thing whatsoever' leaves out. Mixed: legal authorities are genuinely split on whether a shareholder-wealth-maximization duty exists in law, with substantial support on each side. Mostly false: courts commonly recognize a duty to pursue shareholder value, with only limited exceptions. False: the law clearly imposes an enforceable general duty on boards or management to maximize profits.

Set before the research began.

Evidence (4)

  1. E1 The Future of Shareholder Wealth Maximization: A Response to George Mocsary - Cynthia Williams Liberty Forum (lawliberty.org) · 18 March 2020

    “the law—at least as decided by the Delaware Supreme Court—does not yet clearly articulate shareholder wealth maximizing as the standard of conduct in order for boards to meet their fiduciary obligations, except in the narrow circumstances described as being in “Revlon mode.””
  2. E2 The Future of Shareholder Wealth Maximization: A Response to George Mocsary - Cynthia Williams Liberty Forum (lawliberty.org) · 18 March 2020

    “the Delaware Supreme Court had made clear that “directors are not under any per se duty to maximize shareholder value in the short term,””
  3. E3 Revlon, Inc. v. MacAndrews & Forbes Holdings (Del. 1986) Justia Law (reproducing the Delaware Supreme Court opinion) · 1986

    “The duty of the board had thus changed from the preservation of Revlon as a corporate entity to the maximization of the company's value at a sale for the stockholders' benefit.”
  4. E4 Dodge v. Ford Motor Co. (Mich. 1919) Justia Law (reproducing the Michigan Supreme Court opinion) · 1919

    “Courts of equity will not interfere in the management of the directors unless it is clearly made to appear that they are guilty of fraud or misappropriation of the corporate funds”

Reasoning

A law professor's analysis reports that the Delaware Supreme Court has not clearly required shareholder wealth maximization as the standard of conduct for boards, and that it has said directors are "not under any per se duty to maximize shareholder value in the short term" (E1, E2). This supports the claim that there is no general duty. However, the same source names the "Revlon mode" exception, and Revlon itself holds that once a company is up for sale, the board's duty becomes maximizing the company's value for stockholders (E1, E3). So the claim is broadly correct, but its absolute wording ("no such thing whatsoever") leaves out a narrow exception that the law recognizes.

Cite this claim

Eliezer Yudkowsky, “There is no legal duty for a corporation's board or management to maximize its profits.” (said 28 November 2021). Verdict: mostly true. Reliability API, claim c_5fb5beeabfe6, method 0.1.0+c876030c, dataset release v1.1.2. https://epistacklabs.com/claims/c_5fb5beeabfe6

This claim is in dataset release v1.1.2, with the same verdict.

Reply to this claim

For Eliezer Yudkowsky, or someone speaking for them: a correction or counter-evidence. Replies are read before anything is shown; an approved reply shows your name, role, date, statement and link. Your email address is never shown and is deleted 30 days after the decision (privacy).

More factual claims by Eliezer Yudkowsky

  1. Mostly true Factual 10 November 2021
    “As you know, I've often earlier criticized the Fed for not creating enough money fast enough.”

    Eliezer Yudkowsky has often criticized the Federal Reserve for not creating enough money fast enough.

  2. Mixed Factual 20 April 2026
    “I was observing that obvious-seeming hypothesis myself, sometime around the time of GPT 3.5.”

    Yudkowsky himself observed the persona-selection-like hypothesis around the time of GPT 3.5.

  3. Mostly true Factual 20 April 2026
    “The test-passing preference stands on its own once formed.”

    Once formed through RL training, an LLM's test-passing preference stands on its own and is not overridden by its inference of what the user wants.

  4. Mostly true Factual 20 April 2026
    “LLMs surely have neural circuits they learned to model text streams from fictional and nonfictional personas that are not lying, deceiving, cheating.”

    LLMs surely have neural circuits they learned to model text streams from fictional and nonfictional personas that are not lying, deceiving…

  5. Mostly true Factual 20 April 2026
    “The predict-as-if-honest circuitry is contextual, invoked to predict some streams of text but not others.”

    LLMs' predict-as-if-honest circuitry is contextual, invoked for predicting some text streams but not others.

All of them

Verdicts are made automatically; how verdicts are made.