This article provides a historical context of the most iconic case in corporate law, Dodge v. Ford Motor Co. The case famously asserted that “there should be no confusion” that corporate purpose is “primarily for the profit of the stockholders.” This statement succinctly encapsulates the idea of shareholder primacy, the corporate rule requiring managers to prioritize shareholder profit maximization over other interests. Pointing to Dodge, commentators assert that shareholder primacy has always been a polestar in modern corporate law. This is mythmaking. A unique period in history gave rise to Dodge’s political statement. Overt politicism explains why the case split the panel of judges then, and why Dodge was never influential among courts and was ignored by academics until the neoliberal turn of the 1980s. For much of the twentieth century, American capitalism had no use for the idea in Dodge because shareholder primacy conflicted with the prevailing political order and economic system. Dodge found late influence in legal academia only when America‘s political order embraced neoliberalism. Its pithy shibboleth fit the moment when a new intellectual framework was needed for a new economic system based on the policy preference for capital. Empirical evidence in the form of a citation study clearly demonstrates Dodge’s irrelevance for much of its life in the twentieth century until neoliberalism came along.

This historical analysis makes three basic points: (1) shareholder primacy did not exist and could not have existed in law or academic consensus prior to the advent of neoliberalism in the 1980s because it conflicted with the prevailing political order and economic system; (2) shareholder primacy is not a discovery of some natural law of economics after a 250-year search in modern economics, but is a rule of law of the existing political order and economic system—a rule that, like other laws, came to be because it served the unique policy needs and preferences and the societal conditions of the specific time period; (3) because there is no such thing as the end of history of political order and economic system, and because rules of law are functions of prevailing policy preferences as they change over time, the decline of neoliberalism calls into question the future of Dodge and shareholder primacy.