personhood

In Revlon, the Delaware Supreme Court held that a board of director's obligation to its constituents changes in the event of inevitable dissolution/sale.  When the corporation is a going concern, it can permissibly implement anti-takeover measures, give preference to 'white knights' and the like.  But when the bidding becomes intense, and it is clear that the company will be bought regardless of its desires, the board must then turn to obtaining the highest price for the shareholders.

Prior to that turning point, the board can consider other constituents, such as creditors, under Unocal.  But once the white flag goes up, it appears that any other consideration is a breach of the board's duty of loyalty.

In light of this, I must interpret the continued assurances of my company's executive management during our current acquisition that the well-being of the employees is important as either a) pablum meant to calm the masses, or b) the corporation legitimately can consider its employees in the context that retaining them accrues benefit to the shareholders.  I suppose it's really both.  Even as a likely candidate for layoff as a result of this merger, I can't say that it offends me-I see the rational basis for it.

But all of this points to the soul-less nature of the corporate body.  Which is fine, it's a business function.  But then why give it personhood?  To do so is to give it all the benefits of both, without the Golden Rule, the accountability that most of us feel to our neighbors.  And this invites over-reaching, greed and avarice.  What have we done that cannot be undone?