Thinking through how to run companies

Opinion: canonical academic model of governance rarely the best

The production line at the Scania AB factory in Sodertalje, Sweden. Photographer: Erik Abel/Bloomberg

The production line at the Scania AB factory in Sodertalje, Sweden. Photographer: Erik Abel/Bloomberg

Wed, Aug 27, 2014, 01:00

Limited-liability, privately owned joint-stock companies are the core institutions of modern capitalism. These entities are largely responsible for organising the production and distribution of goods and services across the globe. Their role is both cause and consequence of the revolution in the scale and diversity of economic activity that has taken place over the past two centuries.

Almost nothing in economics is more important than thinking through how companies should be managed and for what ends. Unfortunately, we have made a mess of this. That mess has a name: it is “shareholder value maximisation”. Operating companies in line with this belief not only leads to misbehaviour but may also militate against their true social aim, which is to generate greater prosperity.

I am not the first person to worry about the joint-stock company. Adam Smith, founder of modern economics, argued: “Negligence and profusion . . . must always prevail, more or less, in the management of the affairs of such a company.” His concern is over what we call the “agency problem” – the difficulty of monitoring management. Others complain that companies behave like psychopaths: a company aiming at maximising shareholder value might conclude it would be profitable – and so perhaps even its duty – to pollute the air and water if allowed to do so. It might also use its resources to obstruct an appropriate regulatory response to such (mis) behaviour.

Question of protection

The economic argument for shareholder value maximisation and control is that, while all other stakeholders are protected by contract, shareholders are not. They therefore bear the residual risk. This being so, they need to control the company in order to align the interests of management with their own. Only then would they be prepared to make risky investments.

Yet, while shareholders do bear risks in their role as the insurers of solvency, they are not the only stakeholders to do so. A host of others are also exposed to risks against which they cannot be fully protected by contract: long-term workers; long-term suppliers; and, not least, the jurisdictions in which companies operate.

Moreover, shareholders, unlike others, particularly employees, can hedge their risks by diversifying their portfolios. A worker cannot normally work for many companies at the same time and nobody can hedge employee income by owning shares in other people, except via taxation.

The doctrine of shareholder value maximisation has allowed us to believe that the existence of these long-lived, hierarchical and powerful entities has not changed the market economy fundamentally. But, as Colin Mayer of Oxford’s Saïd Business School argues in his splendid book, Firm Commitment, this approach also misses the true purpose of the company. Companies, argues Prof Mayer, are a mechanism for sustaining long-term commitments. But such commitments will only work if it is costly for the parties to act opportunistically. Moreover, it is often in the interests of all parties to bind themselves not to behave in such a way. But, with an active market in corporate control, such commitments cannot be made. Those who make the promises may disappear before they can deliver.

Implicit contracts

These commitments take the form of implicit – or not fully specified – contracts. Why do we have to rely on implicit contracts? Long-term commitments could in theory be managed instead by trying to specify every eventuality. A second’s thought makes it clear this is impossible. It would not just be inconceivably complex and costly. It would come up against the deeper problem of uncertainty.

We have little idea what might happen in the next few months, let alone the next few decades. If people are to make long-term commitments, trust is the only alternative. But a company whose goal is whatever seems profitable today can be trusted only to renege on implicit contracts. It is sure to act opportunistically. If its managers did not want to do so, they would be replaced. This is because, as Prof Mayer argues: “The corporation is a rent extraction vehicle for the shortest-term shareholders.” Aligning managerial rewards to shareholder returns reinforces the opportunism.

In practice, many capitalist economies mitigate the risks of shareholder value maximisation and the market in corporate control. This is true of continental Europe, notably German companies. But it is also, notes Prof Mayer, true in the US, where the idea that management should be protected against shareholders is widely accepted in practice, if not so much in theory. The country that has taken the idea furthest is the UK.

Prof Mayer argues rightly: “The defect of existing economic models of the corporation is in not recognising its distinguishing feature – the fact that it is a separate legal entity. The significance of this stems from the fact that it is thereby capable of sustaining arrangements that are distinct from those that its owners, its shareholders, are able to achieve.” It is, in other words, in the shareholders’ interests not to control companies completely. They need to be able to tie their hands.

Prof Mayer’s suggested solution is what he calls a “trust company”, one with explicit values and a board designed to oversee them. He justifies such a radical switch with his scepticism about the feasibility and effectiveness of regulation. Less radical would be to encourage companies to consider divergent structures of control.

Voting rights

One might be to vest voting rights in shares whose ownership can be transferred only after a holding period of years, not hours. In that way, control would be married to commitment. One could also vest limited control rights in some groups of workers. Yet this is not to argue that committed long-term ownership is always preferable. Family control, for example, has both weaknesses and strengths.

The right way to approach governance is to recognise the big trade-offs in managing and governing these complex, vital and long-lived institutions. We should let 100 governance flowers bloom. But the canonical academic model of the past few decades will rarely be the best.

– Copyright The Financial Times Limited 2014