Hey guys, just wanted to share something which you may or might not find interesting. Essentially, I am writing a paper to answer the question of whether donations to tsunami victims where illegal, by analyzing the jurisprudential basis of corporate law.
Practically speaking, what I am writing is supposed to give answers to entrepreneurial hypotheticals like the one below with Adam and Susan.
Do you think Adam did the lawful thing?
Here's a hypothetical:
You are Adam. Over the last 5 years of meditating on a mountain, you've somehow discovered a cure for cancer. You somehow scrap some money, show proof of concept (a little blue pill which cures all cancers within 24hrs, without side effect) and register your IP rights (calling the drug Hope).
Sometime during the next month you are contacted by Bob, who offers to register a corporation (Miracle Inc), assign your IP to Miracle Inc and buy 51% of Miracle's stock for $100million so there's cash to share Hope with world (and make a tidy profit). You, intern, will own 20% of the company, hold a board seat, and be employed as a CEO.
Two years in, everything is going great. You have more customers than you can service which is pushing the price of Hope higher and higher, to a point where it is outside the reach of Susan (a 5 year old, orphan leukemia patient).
Susan writes you a letter explaining how she'll die if you do not donate her a bit of Hope. As a CEO, you put the issue to the board, who put it to the shareholders and during Miracle’s AGM, it's decided that the company will not make any donations because such a decision would cost profits, and disadvantage the firm in relation to Trojan Pharmaceuticals. Unfortunately for the company, Susan couldn't wait 6 months for the issue to get resolved, so before she dies, and before the board comes to their decision, you send Susan a pack of Hope - saving her life.
Bob takes you to court alleging misappropriation of company profits. The case is litigated and following the long held rules in corporate law, Adam is convicted on charges of breaching director duties. Following explicit provisions in your employment and shareholder agreements, you resign from your position as a director, CEO and sell your shareholding to Bob at a significant discount, because this in the interests of Miracle. You lose the company.
Could you have argued that based on morality, your position as a ceo attracted a legal obligation to care for the interests of stakeholders other than the shareholders, in your decision to save Susan?
P.S. The issue here is corporate social responsibility. Please ignore the issue of Adam having been able to make a private donation from his own name.





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