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INTRODUCTION
In Greek myth, Procrustes, a bandit son of Poseidon, had a one-size-fitsall iron bed on which he invited passers-by to spend the night.1 Once his guests were asleep, he used his ironsmith?'s hammer to stretch them to fit the bed. If a guest proved too tall, Procrustes would use shears to amputate the excess in order that the body would fit the bed. Ultimately, Theseus, who killed the Minotaur and escaped the Maze using Ariadne?'s thread, killed Procrustes by compelling him to fit his own body to his bed.
In current parlance, a procrustean bed is an arbitrary standard to which exact conformity is enforced; that which does not fit the standard is either ignored or stretched and cut until compliant. A procrustean law is canonical, formal, rigid, hard, and fast, from which there can be no deviation. Procrustean laws have their place, and where uniformity is necessary or desired, Procrustes should rear his head. However, procrustean laws have costs as well, since individual circumstances, choice, and liberty are neglected at the expense of uniformity.
A fundamental and long-standing corporate law issue is whether, and the extent to which, a procrustean bed of unalterable rules should apply to business corporations, or whether shareholders should be able to select the bed of their own choosing when joining together in a business relationship in corporate form.2 For example, one of corporate law?'s central mantras reflects a norm that American business corporations have the purpose of creating financial benefit for their shareholders.3 In Dodge v. Ford Motor Co., the Michigan Supreme Court stated:
A business corporation is organized and carried on primarily for the benefit of the stockholders. The powers of the directors are to be employed for that end. The discretion of directors is to be exercised in the choice of means to attain that end, and does not extend to a change in the end itself, to the reduction of profits, or to the non-distribution of profits among shareholders in order to devote them to other purposes.4
In procrustean terms, this view of corporate essence would mean, first, that corporations do not have purposes and goals that do not involve shareholder profit-maximization and, second, that corporate agents, including directors, who pursue other purposes and...