
Google shifted $23 bln to tax haven Bermuda in 2017 - bitcharmer
https://www.reuters.com/article/google-taxes-netherlands/google-shifted-23-bln-to-tax-haven-bermuda-in-2017-filing-idUSL8N1Z3403
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tareqak
Submitted yesterday
([https://news.ycombinator.com/item?id=18828050](https://news.ycombinator.com/item?id=18828050)),
and the day before
([https://news.ycombinator.com/item?id=18816984](https://news.ycombinator.com/item?id=18816984)).

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GreeniFi
A lot of people - myself included - feel pretty uncomfortable when we read
these stories. But we have to remember that (1) directors are under a
fiduciary duty to maximize return to shareholders, (2) use of tax havens is
legal. The 2 facts together means directors can be sued by shareholders if
they _don’t_ use tax havens. So the route to change, would be to legally end
use of tax havens - through the ballot box. I would support that, it doesn’t
seem fair. But I’d also point out that one line of thinking is that when the
EU started getting real about stopping corporate tax havens, the oligarch
class got together and fermented Brexit. Damned if you do, damned if you
don’t. We’ve got some big problems!

~~~
sokoloff
Directors do not have a fiduciary responsibility to maximize returns to
shareholders. They do have a fiduciary responsibility to act in the best
interests of the company (and therefore the shareholders), but not a specific
duty to maximize after-tax profits.

They can be sued for anything, just like anyone, but there is a large body of
corporate case law supporting the use of business judgment to achieve goals
other than short-term maximization and typically have E&O coverage as well to
provide some coverage for nuisance lawsuits and cases other than personal
misconduct or conflicts of interest. So, sue away, but you almost surely won’t
win if the board pursued a lawful strategy other than the one you as a
shareholder prefered.

~~~
GreeniFi
Can you differentiate acting in the best interest of the company to maximaing
return to shareholders, when that is the very raison d'être of a company?

~~~
sokoloff
[In most states] Companies may be formed for any lawful purpose; maximizing
returns to shareholders does not need to be the primary purpose (nor
necessarily a purpose at all, the extreme example of which are charities).
IOW, it _could be_ the raison d'être of a particular company, but is not
necessarily so.

Read the Hobby Lobby case as a start.

Quote from Justice Alito in that opinion: While it is certainly true that a
central objective of for-profit corporations is to make money, modern
corporate law does not require for-profit corporations to pursue profit at the
expense of everything else, and many do not do so. . . If for-profit
corporations may pursue such worthy objectives, there is no apparent reason
why they may not further religious objectives as well.

~~~
GreeniFi
Tell that to the shareholders of Google! We’re not talking about a company set
up to manage a water feature in a town square here!

