14 ms·
A Proposed Alternative to Corporate Governance and Theory of Shareholder Primacy
- sn41 8y agoHow about labor representation in the Board of Governors?
- pjc50 8y agoThis is gloriously radical and will go exactly nowhere with a Republican Senate/House/Presidency.
- deleted 8y ago[deleted]
- dragonwriter 8y ago> This is gloriously radical and will go exactly nowhere with a Republican Senate/House/Presidency. That's actually exactly a point it's proposal is intended to highlight.
- maxxxxx 8y agoYou are right but the Democrats would never do it either.
- tryptophan 8y agoIt's easy to grandstand when you know nothing you say will ever some to pass.
- billbrown 8y agoThis proposal would effectively make the federal government the Executive Chairman of a board. It's too radical and won't go anywhere, even with Democrats. It reads like establishing progressive bona fides.
- k__ 8y agoWe have something like this in Germany with VW. The prime minister of Lower Saxony is also part of the board. No share holder can vote more than 20% even if they own more. Only the prime minister can vote 20,2%
- darawk 8y agoAnd despite the fact that the, supposed, point of these sorts of systems is to stop "short term thinking", VW still opted to cheat emissions standards to get ahead.
- k__ 8y agoDon't know if the share holders are to blame here or if they also lied to them
- forapurpose 8y agoWhat is the point? That no system works perfectly?
- darawk 8y agoThat the shining example of this system failed at the exact thing it was supposed to be better at.
- forapurpose 8y ago> the exact thing it was supposed to be better at. The entire system of corporate governance is designed to be honest in emissions tests? There are many goals in corporate governance, with integrity (if that's what the parent is referring to) being only one of them, and one failure at one company on one item (emissions testing) under one of the goals tells us nothing about the system's effectiveness. The standard isn't perfection, of course, but performance relative to alternatives. Germany is known to be relatively corruption-free with excellent corporate governance. But are there better systems you can suggest? Ways to improve it?
- clairity 8y agowarren correctly identifies a current problem with our collective understanding of corporate governance, but i’m not sure adding a federal oversight organization is the right solution. states are the canonical governmental unit in the US, so it makes sense that they manage corporate charters. the federal government should be primarily concerned with interstate and international affairs. one could argue that corps are interstate and international organizations, but that’s only because we’ve allowed them to be. there are benefits to megacorps, like cheaper products, but there are also costs, like wage depression. but i still think the primary problem is size, not corporate charters. solve the size problem and all the ills that warren addresses would go away along with it. so, (1) get rid of corporate welfare (like debt tax shields), (2) cancel corporate personhood (remove corporate money from politics), and (3) instill a more progressive tax system (with more effort to account for externalities).
- eldavido 8y ago> but there are also costs, like wage depression. Do you have a source for this? The conventional wisdom is that larger firms are more productive, and tend to pay more as a result.
- clairity 8y agothere was an article posted right here on hn yesterday about wage depression. from my vantage point, conventional wisdom is quite the opposite of yours (e.g., walmart employees on food stamps). larger firms are more productive through a variety of mechanisms, not least of which is pricing power in the labor market. economies of scale and scope (like process standardization and automation) is a primary reason firms are more productive, and also has the added effect of putting downward pressure on labor costs.
- eldavido 8y agoI'm not sure why people blame Wal-Mart if their employees take food stamps. This is really the fault of poorly-written policy. It blows my mind why people blame Wal-Mart and not the folks who developed the legislation of those policies. That aside, I'm sorry but you're just wrong about this. The data is pretty unequivocal: larger firms have more scope for investments in process, technology, and tools that lets them operate more efficiently. In the example of Wal-Mart, they run an ultra-efficient supply chain that minimizes breakage, makes sure popular goods are available for purchase, etc. Whereas half the time when I go into a non-chain grocery, they're out of, or otherwise not stocking the thing I want, they're closed, the item isn't in the right place on the shelf, it's hidden in the "back room", a supplier is late, or there's some other problem. Sure, some of this is due to bargaining power, but Wal-Mart also operates at a scale where they can afford to invest billions in sophisticated merchandising systems. As software people, we should understand what a difference this stuff makes to business. Small firms pay worse because they simply don't make as much, given the same level of sales, as large firms do. The argument is a complete strawman. Lower, less-efficient firms don't have the gross profits (price - cost of goods sold) to be able to afford higher wages, even if they wanted to.
- grasshopperpurp 8y ago>If the average number of employees in a company in the course of the preceding three years has been at least 35, the employees in such a company are entitled to elect a number of employee representatives to the board of directors (“Company Representation”). The number of employee representatives shall be equivalent to at least half of the rest of the board of directors, however no fewer than two (i.e. if a board of directors consists of eight regular members, the employees have the right to elect four employee representatives). Denmark has similar structures in place - for employee representation, anyway. http://www.bechbruun.com/en/Services/Setting+Up+in+Denmark/Company+formation/Governance+structures+in+a+Danish+limited+company http://www.bechbruun.com/en/Services/Setting+Up+in+Denmark/C... I've been reading up on Denmark, because they seem to have a very balanced system, where regulations make sense and corruption is low. The workers are paid well, and the social safety net is pretty robust. Still learning a lot, and I'd love to hear from people who know more. >Denmark’s economy performs notably well in regulatory efficiency. Open-market policies sustain flexibility, competitiveness, and large trade and investment flows, and the transparent and efficient regulatory and legal environment encourages robust entrepreneurial activity. Banking regulations are sensible, and lending practices are prudent. Monetary stability is well maintained, and the judicial system provides strong protection for property rights. Political pressure for expanded government spending has been increasing, but such institutional assets as high degrees of business efficiency and regulatory flexibility have counterbalanced some of the shortcomings of heavy social spending. https://www.heritage.org/index/country/denmark https://www.heritage.org/index/country/denmark
- tomjen3 8y agoDane here, what do you want to know?
- grasshopperpurp 8y agoThanks for asking, tomjen3! I'm generally curious about the role of culture vs specific mechanisms (laws, regulations, etc.) and how they intermingle. I'm sure I'm forgetting a bunch, but these are the questions that immediately come to mind: How is Denmark able to limit corruption (relative to most countries)? How is Denmark able to pay its working class such a high wage (relative to countries like the US)? How are you able to institute regulations that are both effective but not overly burdensome? How is Denmark able to balance a strong social-safety while promoting a productive working class/discouraging freeloaders? What areas would you most like to see Denmark improve? Thank you again!
- Shivetya 8y agoAll we have to do is look back in history to know why this idea is bad on so many levels. 1) Corporate charter at the Federal level. General incorporation laws gave rise the incredible growth that powered the economy since their inception specifically because the isolated the ability of politicians to have undue influence over them. Do you want to see companies have to react to every whim powerful senate and house members have? perhaps appointees in the commerce department decide that something isn't up to snuff one year? the political influence will be so great that corporations will be hiring new and more politically connected players which will include those who are directly tied to individual politicians just to curry favor. 2) giving 40% of the board to the employees? which employees? does that mean contracted and out sourced as well? do you really want to experience the impact this will have on the market when stock holders find their loss of influence leads to less overall wealth for all? watch the 401k investments take that hit. 3) these limits while sounding nice would not favor start ups that hit it big and may result in further restructuring of benefits and increase executive pay to compensate. there are already many rules afoot that limit the exercise of options. 4) the political contribution rule simply means that politicians will simply have a greater lock on their office and power than they currently do now. combined with the idea that employees at many larger companies would sit on the board would allow union dominated employers to keep money limited to the politicians who have the most influence. effectively cementing the two party system even further. 5) welcome to the whim and politically driven decision factory. that nonsense rule basically opens up every decision to legal challenge. these rules are designed to give politicians in Washington power they don't have over corporations. you think cronyism is bad now, just watch what happens when politicians in powerful committees get this level of influence. it won't be to protect the little guy, it will be to protect the wealth of politicians and those connected to them both politically and by blood. tl;dr this all about empowering politicians even further and locking down the two party system into place. where corporations become even more in bed with the very politicians supposedly there to regulate them. you think its bad that many in politics go on K-street, well they will have guaranteed spots on Wall Street too and your investments will pay for it
- billbrown 8y agoPlus, it'll start at $1 billion in tax receipts but that's not where it's going to end up. There will be disfavored industries that'll have to recharter and there'll be ones that recharter for "national security."
- travisoneill1 8y agoThe goal of this proposal is wealth redistribution. Why not just do it directly? By any sane analysis we are far to the left of the peak of the Laffer curve so there is plenty of room to act. There is no reason that the benefits of cut throat capitalism and a strong welfare state can't coexist in the same economy. This command economy government offloading the welfare state onto corporations nonsense is not the way to accomplish it.
- grellas 8y agoUnder modern corporate law, shareholders are the owners of the entity and its assets (operating businesses) and the ultimate governing role falls to a board of directors whose fiduciary duty is to act for the best interests of the company and its owners. A modern B corp permits a board to balance this traditional fiduciary duty to act for the benefit of the shareholders with other specified goals defined in its charter and agreed to by those shareholders. At no point in any of this does any type of governmental authority have any say whatever concerning how the company should be managed and for whose benefit (government has a role in a technical sense only in providing a state charter giving the corporation a legal existence and in non-management aspects such as having the power to tax the entity and to enforce broadly applicable criminal and regulatory laws against it, e.g., laws against securities fraud or illegal securities offerings). In other words, the whole modern corporate structure assumes that private actors using a state-chartered mechanism (the corporate entity) can arrange their affairs freely to optimize the management of the entity to further the economic interests of the owners of that entity. As to that part, government has no say whatever. The Warren proposal would substitute a range of public dictates for the private choice that characterizes the current system. It would initially apply to large cap companies but there is no limiting principle preventing the idea of such public dictates being applied to any manner of corporation or, for that matter, to any other limited liability entity, whether large or small. Taken to an extreme, this sort of regime could easily be implemented in a way that transforms most forms of private enterprise into entities restricted or burdened by whatever dictates the politically-organized forces who happen to hold sway at any moment might want to decree. Of course, none of that might happen. It is certainly possible to adopt the Warren proposal and keep it limited to a narrow sphere of enterprise (large-cap companies) where its impact might be limited. But I wouldn't bet on it. With no restraining principle behind it, the proposal could easily be the foundation for completely transforming the notion of enterprise in the United States and I for one don't want to see a day where bureaucrats, lawyers, and second-guessing judges are gnawing termite-like at the foundations of what today are vibrant and healthy businesses in the name of other goals having nothing whatever to do with the economic interests of shareholders.
- avmich 8y ago> At no point in any of this does any type of governmental authority have any say whatever concerning how the company should be managed and for whose benefit (government has a role in a technical sense only in providing a state charter giving the corporation a legal existence and in non-management aspects such as having the power to tax the entity and to enforce broadly applicable criminal and regulatory laws against it, e.g., laws against securities fraud or illegal securities offerings). The proposal looks like an attempt to model interactions between corporations and people with more nuances. Obviously corporations don't exist in vacuum. Government provides states charter not as a matter of tradition. The corporate registration has its uses. What this proposal does is more accurately reflects interactions between corporation, existing in an environment governed by the government (country), and that environment. Corporation interacts with the country when hiring employees, selling goods or going to courts. Since all of that affects the country in various ways, it seems natural for the country to look for ways to consider its interests.
- beat 8y agoThe vociferous pro-capitalism faction here should cool their jets about the liberal nanny state for a moment and start thinking seriously about what's happening here, lest things far worse (in their eyes) than this bill start happening. The American public is angry. They feel, and justifiably so, that someone has been screwing them for decades - that the lot of ordinary working people has gotten worse, while economists and the media rave about the booming economy and the rich are clearly getting richer. This anger expressed on both sides of the political aisle in the form of quasi-third party insurgency candidates - Donald Trump and Bernie Sanders. They might have radically different solutions, but they touched the same nerve. "Make America Great Again" is exactly how they feel - that something terribly wrong has happened to America, and radical steps are needed to fix it. The "neoliberals" of the center-left Democrats are discredited and in eclipse. The way candidates get ahead right now is through loud denounciations of corporate greed. And while Trump's xenophobic demogogue act works for the moment at distracting the anger away from Wall Street (for his supporters anyway), it wouldn't be that hard for the next demogogue to target that anger at Wall Street instead. And if that happens, Senator Warren's bill might be cold toast compared to the revolution that comes.