What does “maximize shareholder value” mean if not profits? You can dress it up how you like but that’s the way businesses treat it.

It doesn’t mean short term profits over long term profits, or dividends/buybacks over reinvestment, or anything like that.

The Delaware courts have repeatedly confirmed that majority shareholders, officers, and directors are allowed to do things like pay their employees bonuses, give corporate money to charity, demand less than the market-clearing, profit-maximizing prices, etc., even over minority shareholder objections that the corporation isn’t properly maximizing shareholder value.

eBay v. Newmark doesn’t change that. That was a fight about shareholder rights to buy or sell shares (or majority shareholder powers to prevent minority shareholders from acquiring or selling shares without the majority shareholders’ approval), which directly affects the value of the shares themselves (without getting into the question of the corporation’s obligation to grow that shareholder value in business operations). It’s one step removed from what we’re talking about, about the directors’ power to control shares, rather than the directors’ power to control the company.