By the close of the twentieth century, many observers had come to believe U.S. corporate law should and does embrace a “shareholder primacy” rule that requires corporate directors always to maximize shareholder wealth. This Essay argues that such a view is mistaken. As a positive matter, U.S. corporate law and practice does not require directors to maximize shareholder wealth but instead grants them a wide range of discretion, constrained only at the margin by market forces, to sacrifice shareholder wealth in order to benefit other constituencies.