Dodge v. Ford Motor Company, 204 Mich. 459, 170 N.W. 668. (Mich. 1919), was a famous case in which the Michigan Supreme Court held that Henry Ford owed a duty to the shareholders of the Ford Motor Company to operate his business for profitable purposes as opposed to charitable purposes.
In 1916, the Ford Motor Company earned surpluses in excess of $100,000,000.00. The company's president and majority stockholder, Henry Ford, sought to stop declaring dividends for investors, and instead cut prices below the price for which they could actually sell cars, while at the same time increasing the number of persons employed by his company. Ford said that he wanted to increase the number of people who could afford to buy his cars. He stated:
"My ambition is to employ still more men, to spread the benefits of this industrial system to the greatest possible number, to help them build up their lives and their homes. To do this we are putting the greatest share of our profits back in the business."
Minority shareholders objected, demanding that Ford continue to charge higher prices in order to pay them larger dividends. Two brothers, John Francis Dodge and Horace Elgin Dodge, owned around 25% of the company, and were the largest shareholders next to Ford.
The Court was called upon to decide whether the minority shareholders could prevent Ford from operating the company for the charitable ends that he had declared.
Opinion of the Court
The Court held that a business corporation is organized primarily for the profit of the stockholders, as opposed to the community or its employees. The discretion of the directors is to be exercised in the choice of means to attain that end, and does not extend to the reduction of profits or the nondistribution of profits among stockholders in order to benefit the public, making the profits of the stockholders incidental thereto.
Because this company was in business for profit, Ford could not turn it into a charity. This was compared to a spoilation of the company's assets. The court therefore upheld the order of the trial court requiring that directors declare an extra dividend of $19 million.
Una de las diferencias entre los emprendedores y los inversionistas es la utilidad social.
Los beneficios deben llegar a la mayor cantidad de gente, sean en su papel de trabajadores o en el de consumidores.
El Fordismo, con todas sus limitaciones, trato de lograr esa utilidad social, disminuyendo las horas de trabajo, aumentando los beneficios laborales y rebajando los márgenes en los productos vendidos.
Los inversores ricardianos consideran esta conducta un robo – spoliation-, mientras puedan conseguir el margen más alto, todo lo demás carece de importancia.
¿Esta conducta es la que impide a la Burguesía Argentina ser emprendedora?
No arriesgar, no ceder, no entender.