Does -- or should -- the law allow Dow Jones & Co. directors to consider the public interest as they weigh whether to sell to News Corp.? I'm looking for guidance and advice on this point. Can you help?
A June 21 article by Los Angeles Times writer Joseph Menn quoted Charles Elson, director of the University of Delaware's Weinberg Center for Corporate Governance, as saying that if the directors decide to sell the company, their legal obligation is to get the highest possible price. The law in Massachusetts at least -- where Dow Jones owns small dailies -- appears to allow other factors to be considered.
Massachusetts General Laws Chapter 156B, Section 65, reads:
"In determining what he reasonably believes to be in the best interest of the corporation, a director may consider the interests of the employees, suppliers, creditors, and customers, the economy of the state, regions and nation, community and societal considerations, and long-term and short-term inerests of the corporation and its stockholders, including the possibility that these interests may best be served by continued independence of the corporation."
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