What limited legal rights do bondholders, suppliers, and employees have in a corporation? According to this article corporations prior to the 1970s were run differently; until the idea that Milton Freidman put forth that a corporation's job was to maximize shareholder value; before that bondholders, suppliers, and employees had equal limited legal rights with the shareholders; quoting from the article: "In this regard, shareholders stand on equal footing with the corporation’s bondholders, suppliers, and employees, all of whom also enter contracts with the firm that give them limited legal rights." What were these limited legal rights, and how was this different from the way corporations worked post Milton Friedman?
First of all, there was no material change in the law, this is a misunderstanding (to some extent a misunderstanding intended by the author) of what is being explained. The change being discussed is actually a change in how economists and corporate law theorists think about corporations. The basics of corporate law did not change significantly in the 1970s. There were some minor changes starting to take place then in law and practice, however. The most notable of these were the rise of insider trading laws with real bite, the innovation in financial practice of the leveraged buy-out which precipitated "poison pill" defense from board of directors, and the surge in CEO pay often in the form of stock options. There has been a shift in perspective and framing of the issues, but these changes are not huge changes in corporate law per se. Legal decisions allowing "poison pills" were minor anti-shareholder rights innovations. Tax laws encouraging stock option compensation were minor shareholder value oriented innovations. The theoretical basis of insider trading laws is a doctrinal muddle. No one conception of the corporation is completely dominant today and drives all legal theory and policy decisions. Secondly, Lynn Stout is engaged in a misleading bit of ret-con in her article and is presenting a misleading history of the evolution of corporate law scholarship. This history, by the way, isn't terribly old. The right to form a corporation without a specific piece of authorizing legislation of the kind that creates a government agency, for example, is only about 150 years old or so, and both internationally and until quite recently, was much harder to form (e.g. many countries, such as South Korea, require proof that a corporation has insurance in place and sufficient capital to pay its debts before it is allowed to incorporate - corporate law firms still face some of these restrictions in the U.S.) Before then, each corporation was an individual legislative concept to some extent. The notion that corporations should maximize shareholder well being, because they own the corporation, is the older and traditional view. Milton Friedman and the authors of "The Theory of The Firm" were simply restating the consensus view in a more focused and economically defined manner, not innovating. These pieces were published as apologies for that traditional view once it started to be challenged. The view of a corporation as a web of contractual relationship with bondholders, suppliers, employees, customers and shareholders is the more modern view that started to gain currency sometime around the 1960s and 1970s, which is why people like Milton Friedman felt the need to articulate a defense of the traditional view that had previously merely been assumed and gone unchallenged. The web of contracts theory was articulated initially to a great extent by corporate law theorists seeking to provide a theoretical justification for corporations to act in a responsible manner that treats its employees well, behaves honestly, goes above and beyond its legal obligations to honor the spirit as well as the letter of the law, etc. Some of the most notable corporate law responses to that theory are the law of publicly held companies in Germany, which requires that employees have a minority number of seats on the board of directors of a company, and the laws in some Scandinavian countries that call for rough gender parity on corporate boards of directors. There have also been a smattering of laws passed at least authorizing corporations to consider factors other than profit maximization. Another related version of corporate theory to the web of contract theory is the "director primacy" conception of the corporation that sees a corporate board of directors as the hub of that web of contracts and the body which corporate law should protect the power of. Professor Stephen Bainbridge at UCLA Law is one of the leading proponents of this minority view of corporate law which was starting to emerge in the 1980s to justify efforts by corporate boards to defend themselves from the emerging threats of leveraged buyouts and proxy fights. Bainbridge's view is nonetheless significant because it is an overarching theory that explains a variety of major corporate law doctrines, particularly in Delaware, whose law is dominant in the governance of publicly held corporations, that seem to be at odds with a shareholder primacy view of corporate law. It can explain the legitimacy of both "poison pills" and large CEO pay packages, the Delaware court's hostility to derivative suits, and its hostility to shareholder activism. To some extent, the "director primacy" view of corporate law is the web of contracts theory twisted and seen through a conservative lens that uses the theory to urge the law to crush the kind of shareholder activism for social good and employee rights that the original web of contracts sought to advance. The rights of everyone other than a shareholder in a corporation are simply contract law rights - bond contracts, purchase and sale contracts, employment contracts, etc. The web of contracts theory argues that the legal rights of shareholders vis-a-vis a corporation really aren't that different and that this relationship is really more like any other contract right rather than really being a genuine ownership relationship like the kind of ownership someone has over their other property that should be entitled to special consideration. This view has a lot to do with the fact that in publicly held companies, in reality, shareholders have no meaningful role in the governance of the corporation or selection of members of the board of directors via the occasional Soviet style ballots for directors that they complete. Instead, in this context, shareholders apply the "Wall Street Rule" and sell stocks of companies that they feel are ill governed and don't worry too much about their practical inability to compel dividend distributions since they can take profits from retained earns by selling their stocks. This makes them look more like people with any other commodity to trade with purely contract and not political/ownership rights. This view doesn't translate well to closely held corporations where shareholder governance rights, in practice, are much more meaningful. Also, for completeness, it is worth noting yet another emerging view of corporate law theory, developed mostly by liberals who favor campaign finance restrictions for corporations and want to restrain what they see as abuses of power by big business. This is the anti-corporate personhood movement that questions the assumption of all previous theorists that corporations should be treated in most respects as a "person" under the law. For what it is worth, in my opinion, this movement improperly conflates abuses and power divisions that arise from businesses being very large and those attributable to the corporate form of business organization itself which actually can be very helpful in regulating businesses and redressing the harms that individuals suffer from corporate activities, by making it unnecessary to identify who within the corporation in particular causes a harm attributable to the corporation in litigation and regulatory contexts.
They can't simply keep the money; that's against the law. But in a situation like this, it's easy to get lost in the bureaucracy. The company may be in violation of different laws, re: For Your Information | United States Department of Labor, so you can try pointing this out in another email or letter. The threat of the Feds or other enforcement agency looking into the matter may make something happen. Or, try this: find the CEO (or a similarly high-ranked executive) on LinkedIn; many have open messaging in interest of good PR. Message/email them and carefully (and nicely) explain the situation. (A CEO will likely have an assistant monitoring their LinkedIn account. But, there are many stories of Steve Jobs, Bill Gates and Jeff Bezos personally responding to emails.) Someone will make it happen and the employees who have not been helpful will be in hot water.
You don't explicitly say (this being an internationally visited and populated site), but based on your question, I will assume that you are in the US. For the question you asked: Is the company the government? If not, then NO, you cannot successfully sue a company (or person for that matter) for violating the freedom of speech granted by the First Amendment to the US Constitution in any circumstances whatsoever. (Sorry, this is a pet peeve of mine). The US Constitution does not bind or restrict any private* individual or company, in any way. (Here &quot;private&quot; means &quot;non-governmental; a &quot;public(ly traded) company&quot; is still considered a &quot;private&quot; entity in this context). The US Constitution exclusively deals with four things: How the US Federal Government operates, powers of the government, and restrictions of the government, and the definition of treason (which arguably is itself a restriction on the power of the government, by denying them the ability to define treason themselves). The First Amendment itself is explicit about this restriction: Congress shall make no law ... abridging the freedom of speech (emphasis mine). Note that, while the First Amendment does not mention acts of the President, this is because the President's Constitutional powers are quite weak and limited; What powers the President does have and usually uses are granted to the office by laws passed by Congress, and so the restriction comes with them, as Congress cannot delegate to the President powers that Congress themselves do not possess). As such, no company can be sued for violating the First Amendment (or any portion of the Constitution, really) because it does not apply to them. Now, there may be laws passed by relevant legislatures, but these are dependent on your jurisdiction (e.g. state). However, as a general rule of thumb this would be legal. Turning down a candidate based on what they say in an interview is the point of having an interview; Turning down an candidate for saying something in an interview that could potentially leave the company liable for a lawsuit under the theory of vicarious liability is only good common sense.
Termination. The binding provisions may be terminated by mutual written consent of the parties; Provided, however, that the termination of the Binding Provisions shall not affect the liability of a party for breach of any of the Binding Provisions prior to termination. It basically says that you and the company can free each other from the contract or any part of it — by signing another agreement. This is limited though: if either of you have breached the original contract and become liable (e.g. one of you owes the other heaps of money for damages), then those liabilities will remain. ... which is nonsense of course — because you always can free each other from any liabilities to each other if you both want it.
Yes The directors of a company have a fiduciary duty to act within the law for the benefit of their shareholders - not to their customers, not to the government, not to the environment and not to the public. A lawsuit against the company will incur financial loss irrespective of if it is won or lost. It is difficult to see how it is in the shareholder's interest for the company to be enabling the funding of a lawsuit against it.
However, this uses the text "rights in an invention"; does that cover copyright? Yes. (Is this the correct law?) It certainly seems to be. Does "Relate … to the employer's business" cover the entirety of software engineering, or just the particular software engineering my employer does? Imagine that you work for a company that writes trading software. In your spare time, you develop a photo editing tool. Do you think a court would find that your project "related to the employer's business"? I do not. Or does my employer own copyright on everything down to the love letters I write? Google does not own everything their employees create; they only claim to. If someone challenged them on it, a court would decide, and probably not in their favor.
The employee must, during and after employment, without limitation in time, observe a duty of confidentiality regarding [...] the Company's internal affairs such as business plans, profitability, pricing, employees, methods, processes, routines, code and the like as well as other information that the Company typically wants to keep secret The pure information that the company had at some time a security problem with their product is internal knowledge you only gained through working there. By what is written here, you are indeed prohibited from speaking about it. If it were public knowledge, you could point to a press release and say &quot;I did that, that was me fixing the problem&quot;. That would work. Because it doesn't share anything that isn't public anyway. But you cannot share things the company wants to keep secret. Finding out whether that contract is legally enforcable in your country and juristiction is the job of a real lawyer, but just as written, they are right. You signed a contract to not do that, not talk about it an certainly not publish it on the internet. So you should not do that, unless a good lawyer you trust tells you otherwise. That said, &quot;I found a security flaw&quot; is about as impressive as &quot;I found a dollar on the floor&quot;. Maybe you can talk about your knowledge to prevent something like it happening. That says nothing about whether or not it happened in your old company, and for me as an employer it is much more valuable to have you on board with structured knowledge you can apply, than with your memories of being lucky once.
Companies that operate worldwide have to comply with the law everywhere they operate. Some jurisdictions consider mandatory arbitration in standard-form consumer contracts to be unenforceable - providing the out may overcome this.