A review of The Shareholder Value Myth: How Putting Shareholders First Harms Investors, Corporations, and the Public, by Lynn Stout
@@@@@ (5 out of 5)
If you so much as skim the business pages in a newspaper, there’s little doubt you’ve heard it said or seen it written that corporate officers and directors are required by law to maximize shareholder value and that they’re subject to lawsuits if their decisions favor any other stakeholder such as employees, customers, or suppliers over profit. The well-entrenched view that shareholders are paramount is widely regarded as the cornerstone of contemporary business law — and it’s flatly untrue.
In The Shareholder Value Myth, business law professor Lynn Stout proves this point, citing chapter and verse in court decisions going back more than a century. “So long as a board can claim its members honestly believe that what they’re doing is best for ‘the corporation in the long run,’ courts will not interfere with a disinterested board’s decisions — even decisions that reduce share price today.” Having laid the legal groundwork, Stout then proceeds to explain how this mistaken view of shareholder primacy is bad for business.
“Put bluntly,” she writes, “conventional shareholder value thinking is a mistake for most firms — and a big mistake at that. Shareholder value thinking causes corporate managers to focus myopically on short-term earnings reports at the expense of long-term performance; discourages investment and innovation; harms employees, customers, and communities; and causes companies to indulge in reckless, sociopathic, and socially irresponsible behaviors.” Among the examples Stout cites is the Gulf oil spill, caused by excessive cost-cutting on the part of BP. “In trying to save $1 million a day by skimping on safety procedures at the Macondo well, BP cost its shareholders alone a hundred thousand times more, nearly $100 billion.” Q.E.D.
Stout deftly demonstrates that this irrational focus on shareholder value has been harmful in other ways as well. For example, “[b]etween 1997 and 2008, the number of companies listed on U.S. exchanges declined from 8,823 to only 5,401.” Of several factors that help explain this trend, shareholder primacy clearly stands out. Smart people know that there’s more to success in business than a rising stock price.
The origin of this misguided notion lies in the thinking of the so-called Chicago School of free-market economists best known through the work of the late Nobel Prize-winner Milton Friedman. Friedman had written a book in the 1960s that highlighted the idea, but it was his essay in 1970 in the New York Times Magazine that gained wide attention. There, he “argued that because shareholders ‘own’ the corporation, the only ‘social responsibility of business is to increase its profits.'” Stout argues that “shareholders do not, and cannot, own corporations . . . Corporations are independent legal entities that own themselves, just as human beings own themselves.” Shareholders merely own shares of stock that constitute a contract with the corporation to receive certain financial benefits.
They’re not in charge of the show, either. Some lawyers and economists writing after Friedman contended that shareholders appoint the directors as their agents. This too, Stout contends, is mistaken. She devotes two chapters to prove that this description of shareholders as principals “mischaracterizes the actual legal and economic relationships among shareholders, directors, and executives in public companies . . . Moreover,” Stout writes, this assumes “that shareholders’ interests [are] purely financial,” when in fact shareholders may have any one of a great many different reasons for buying and holding shares in a company.
A fair portion of The Shareholder Value Myth is focused on analyzing the impact of several popular measures promoted by shareholder advocates, the SEC, and Congress over the past two decades: “de-staggering” boards, so that all directors may be removed at once; giving shareholders the right to circulate proxies to all other shareholders on issues of interest; and equity-based compensation. Ask yourself: How often have shareholders removed the entire membership of a corporate board with a single vote? And how often have shareholders of a public company — other than corporate raiders or hedge funds — successfully obtained proxies to overturn a corporate board policy? You can guess the answer to those questions. But the very worst impact of these efforts to strengthen the shareholders’ hand has come from the popularity of equity-based compensation. “In 1991, just before Congress amended the tax code to encourage stock performance-based pay, the average CEO of a large public company received compensation approximately 140 times that of the average employee. By 2003, the ratio was approximately 500 times.” That policy isn’t the only factor to account for this dramatic rise in the ratio, but it’s certainly a major one. And it only seems to work on the upside. How many times have you read about board decisions to lower a CEO’s pay in proportion to the decline in its stock price the past year? You probably know the answer to that one, too.
The Shareholder Value Myth is an important contribution to a growing body of thought that seeks to re-conceive the role of the corporation in a more expansive manner commensurate with its growing importance in contemporary society.
The 12 best nonfiction books I’ve read in 2012
This was going to be a list of 10 books, but I couldn’t resist adding another two. It’s been a great year for nonfiction.
1. Mary’s Mosaic: The CIA Conspiracy to Murder John F. Kennedy, Mary Pinchot Meyer, and Their Vision for World Peace, by Peter Janney
Review to be posted Dec. 10. Look for it!
2. The New Jim Crow: Mass Incarceration in the Age of Colorblindness, by Michelle Alexander
A penetrating analysis of the racist underpinnings of the U.S. justice system, the result of the ill-conceived “war on drugs” and deep-seated racial fears that has led to the mass incarceration of people of color.
3. The Swerve: How the World Became Modern, by Stephen Greenblatt
This exceptionally brilliant book is the story of a long-lost poem and of the man who rediscovered it more than a thousand years later, helping to trigger an upheaval in medieval European thinking that came to be known as the Renaissance. The Swerve details the staggering impact of the poem, a 7,400-line masterpiece that laid out in minute detail the revolutionary worldview of a Greek philosopher whose greatest influence was felt two millennia after his death.
4. 1491: New Revelations of the Americas Before Columbus, by Charles C. Mann
Forget just about everything you learned in school about the peoples who lived in the Western Hemisphere before 1492 — and about the land, too. It turns out that yesterday’s historians, anthropologists, paleontologists, and ecologists got it pretty much all wrong. In this revised edition of a 2006 bestseller, we learn that the Americas before Columbus were far more heavily populated, the leading civilizations far more sophisticated, and their origins far further back in time than earlier generations of scholars had suspected.
5. Behind the Beautiful Forevers: Life, Death, and Hope in a Mumbai Undercity, by Katherine Boo
An enthralling and deeply disturbing book that reads like a novel, this is a three-year study of life in a small Indian slum nestled between the new Mumbai International Airport and the five-star hotels clustered nearby. A quest to understand poverty and the ways people find to transcend it.
6. The Revenge of Geography: What the Map Tells Us About Coming Conflicts and the Battle Against Fate, by Robert D. Kaplan
Through a geopolitical lens, Planet Earth, and the machinations and foibles of earthly leaders, look a lot different than they do in most history books. Stand a few feet away from a globe and squint: if the globe is properly positioned, what you’ll see is one huge, three-tentacled landmass (Asia-Africa-Europe); a second, much smaller one that consists of two parts joined by a narrow connector (North and South America); and several even smaller bits of land scattered about on the periphery (Australia, Greenland, Japan, Indonesia). That’s the world as Robert D. Kaplan sees it in this illuminating study of world history and current events as influenced by geography.
7. The Self-Made Myth, and the Truth About How Government Helps Individuals and Businesses Succeed, by Brian Miller and Mike Lapham
A thoughtful and impeccably reasoned new book that goes straight to the heart of the conservative argument favoring limited government and coddling the rich. Rather than quibble about this program or that issue, or fasten on the transparently shoddy logic of a Republican budget that promises to reduce the federal deficit when in fact it will surely increase it, Miller and Lapham’s argument strikes at the fundamental values and assumptions underlying today’s conservatism: the myth rooted in the writing of novelist Ayn Rand of the superhuman “job creator.”
8. Freedom’s Forge: How American Business Produced Victory in World War II, by Arthur Herman
Focuses on the role that America’s business community, and especially Big Business, played in the monumental effort that resulted in the unconditional surrender of Germany and Japan just months apart in 1945. Two extraordinary men — William S. Knudsen and Henry Kaiser — are the stars of this story, business impresarios who marshaled the stupendous numbers of men and women and the unprecedented mountains of raw materials that supplied the U.S. and its Allies with the weapons of war.
9. Infinite Vision: How Aravind Became the World’s Greatest Business Case for Compassion, by Pavithra Mehta and Suchitra Shenoy
The truly truly astonishing story — one with profound implications for development throughout the Global South — of how a retired Indian eye surgeon founded a nonprofit eye hospital in a southern Indian city in 1976 that is today “the largest and most productive blindness-prevention organization on the planet.” Equally important, Aravind also serves as a global resource center for opthalmology, training one out of every seven Indian eye doctors, consulting on management and technical issues with eye hospitals in 69 countries, and operating a state-of-the-art research center.
10. Double Cross: The True Story of the D-Day Spies, by Ben McIntyre
The mind-boggling story of six European double agents who were “turned” or recruited by the British and played roles as large as those of any American general in the success of the Normandy invasion that opened up the Western Front and the path to Allied victory.
11. The Signal and the Noise: Why So Many Predictions Fail — But Some Don’t, by Nate Silver
As ambitious as it is digestible, and written in an easy, conversational style, The Signal and the Noise explores the ins and outs of predicting outcomes not just in politics, poker, and sports as well as the stock market, the economy, the 2008 financial meltdown, weather forecasting, earthquakes, epidemic disease, chess, climate change, and terrorism.
12. Spillover: Animal Infections and the Next Human Pandemic, by David Quammen
A fascinating account grounded in scientific research of a class of diseases known as “zoonoses,” that is, animal in origin, that encompasses AIDS, Ebola, Marburg, SARS, H5N1 — and many others of of the world’s scariest diseases. The book recaptures the drama in the lives of the research scientists, physicians, veterinarians, and others who are on the front lines of humanity’s defense against disease.
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