disgorge the cash – Page 4

Doug Henwood on Our Current Disorders

Blogging’s been light here lately. Sorry. In the meantime, you should read this:

if you combine net equity offerings—which, given the heavy schedule of buybacks over the last quarter century, have been negative most of the time since 1982—takeovers (which involve the distribution of corporate cash to shareholders of the target firm), and traditional dividends into a concept I call transfers to shareholders, you see that corporations have been shoveling cash into Wall Street’s pockets at a furious pace. Back in the 1950s and 1960s, nonfinancial corporations distributed about 20% of their profits to shareholders…. After 1982, though, the shareholders’ share rose steadily. It came close to 100% in 1998, fell back to a mere 25% in 2002, and then soared to 126% in 2007. That means that corporations were actually borrowing to fund these transfers. …

So what exactly does Wall Street do? Let’s be generous and concede that it does provide some financing for investment. But an enormous apparatus of trading has grown up around it—not merely trading in certificates, but in control over entire corporations. I think it’s less fruitful to think of Wall Street as a financial intermediary than it is to think of it as an instrument for the establishment and exercise of class power. It’s the means by which an owning class forms itself, particularly the stock market. It allows the rich to own pieces of the productive assets of an entire economy. So, while at first glance, the tangential relation of Wall Street, especially the stock market, to financing real investment might make the sector seem ripe for tight regulation and heavy taxation, its centrality to the formation of ruling class power makes it a very difficult target.

For a long while [after 1929], shareholder ownership was more notional than active. … But when the Golden Age was replaced by Bronze Age of rising inflation and falling profits, Wall Street … unleashed what has been dubbed the shareholder revolution, demanding not only higher profits but a larger share of them. The first means by which they exercised this control was through the takeover and leveraged buyout movements of the 1980s. By loading up companies with debt, they forced managers to cut costs radically, and ship larger shares of the corporate surplus to outside investors rather than investing in the business or hiring workers. … [In the 1990s,] the shareholder revolution recast itself as a movement of activist pension funds… the idea was to get managers to think and act like shareholders, since they were materially that under the new regime.

But pension fund activism sort of petered out as the decade wore on. Managers still ran companies with the stock price in mind, but the limits to shareholder influence have come very clear since the financial crisis began. Managers have been paying themselves enormously while stock prices languished. … The problem was especially acute in the financial sector: Bank of America, for example, bought Merrill Lynch because its former CEO, Ken Lewis, coveted the firm, and if the shareholders had any objections, he could just lie to them… It was as if the shareholder revolution hardly happened, at least in this sense. But all that money flowing from corporate treasuries into money managers’ pockets has quieted any discontent.

I do have some doubts about that last paragraph, tho — I suspect that “especially acute” should really be “limited to.” I don’t think it’s as if the shareholder revolution never happened — there still is, you know, all that money flowing into money managers’ pockets — but more a matter of quis custodiet ipsos custodes. If the function of finance is as overseers for the capitalist class — and I think Doug is absolutely right about this — then, well, who’s going to oversee them. Intrinsic motivation, norms and conventions, is really the only viable solution to this sort of principal-agent problem, and the culture of finance doesn’t do it.

Jim Crotty is also very worth reading on this. And I think he’s clearer that this kind of predatory management is mostly specific to Wall Street.

The Mind of the Master Class

In comments, Arin says,

my view of the world is that there were (at least) two distinct phases … First was the emergence of a market for corporate control through hostile takeovers in the 1980s, which may have changed managerial incentives to basically ward off such possibilities. However, it didn’t lead to greater power of shareholders over management … consolidation and mergers over time ended up actually increasing managerial prerogatives. However, it was of course a very different type of management … one whose incentives were quite aligned with short term capital gains which were also potentially helpful to ward off challenge for control… So yes, the market for corporate control changed the world – but ironically it changed it by passing more rents to managers, not less.

I don’t know that I agree — or at least, it depends what you mean by managerial prerogatives. Relative to workers, to consumers, to society at large? Sure. Relative to shareholders? I’m not so sure. But let’s say Arin is right. I don’t think it fundamentally changes the story. What I’m talking about isn’t fundamentally a conflict between two different groups of people, but between two functions. Capital, as we know, is a process, value in a movement of self-expansion: M-C-C’-M’. The question is whether capital as a sociological entity, as something that act on its own interests, is conscious of itself more in the C moments or in the M moments. Do the people who exercise political power on behalf of capital think of themselves more as managers of a production process, or as stewards of a pool of money? The point is that sometime around 1980, we saw a transition from the former to the latter. Whether that took the form of an empowering of the money-stewards at the expense of the production-managers, or of everyone in power thinking more like a money-steward, is less important.

I heard a story the other day that nicely illustrates this. Back in the Clinton era, a friend of a friend was on a commission to discuss health care reform, the token labor guy with a bunch of business executives. So, he asked, why don’t the Big Three automakers and other old industrial firms support some kind of national health insurance? Just look at the costs, look at how much you could save if you focus on making cars instead of being a health insurer. Well yes, the auto executives at the meeting replied, you make a good point. But you know, our big focus right now is on reducing the capital gains tax. Let’s deal with that first, and then we can talk about health insurance.

If you’re an executive in neoliberal America, you’re an owner of financial assets first and foremost, and responsible for the long-term interests of the firm you manage second, third or not at all.

Netflix Disgorges the Cash

For a great example of what I’ve been talking about, check out this Dealbreaker post on how Netflix spent the past two years buying back its own stock, and then just this past Monday turned around and announced that it was selling stock again. Matt Levine:

NFLX bought 3.5 million shares of stock at an average price of $117 in 2010-2011, at a total cost of $410 million, and paid for it by issuing 5.2 million shares of stock at an average price of $77 in November 2011, for total proceeds of $400 million – minus $3 million that we pay to Morgan Stanley and JPMorgan to place the deal. So 1.7 million extra shares outstanding for net proceeds of negative $13mm or so.

The comical thing about this from the point of view of the financial press is the buy-high, sell-low side of it. And of course whoever was on the other side of Netflix’s share repurchases this past summer, when the stock was at four times its current value, must be laughing right now. But as Levine says, this is what the system is set up to do:

Most companies are rewarded for squeezing every last penny out of EPS [earnings per share] – in executive bonuses, sure, but also in stock price more broadly. It’s what investors want. … So with Netflix: when things are good and it’s rolling in cash, it pushes up its price by buying. When things are bad and it needs cash, it pushes down its price by selling. And its incentives are neatly aligned to do so: when things are good, it needs one more penny of EPS; when things are terrible – hell, who cares about dilution when you’re unprofitable anyway? (It’s a good thing!)

Another way of looking at this, tho, is that buying its own shares high and selling them low is exactly how a firm should behave if shareholders really are the residual claimants, operationally and not just in principle. In the textbook this doesn’t really come out, since “shareholder as residual claimant” is just a first-order condition imposed on some linear equations. But if you take it seriously as a claim that shareholders own every incremental dollar that the firm earns or raises, and that management is a not just the solution to an Euler equation but a distinct group of people who may have their own views on the interests of the firm, then shareholders should want businesses to behave just like Netflix — pay out more when more is coming in, and then ask them for some back when more needs to go out. Can’t be a residual claimant if you don’t claim your residuals.

Now, financing investment is going to be more costly when it involves selling and repurchasing shares, compared to if you’d just kept the savings-investment nexus inside the firm in the first place. And these transactions were also disastrous for the firm’s long-term shareholders — in effect, they transferred $400 million from people who continued holding the stock to those who sold in 2010 and 2011. So in this case, a system designed to maximize shareholder value didn’t even deliver that. Shareholders would have done better with management who said, Screw the shareholders, we’re going to build the best, biggest online movie rental company we can. If you own our stock just sit back, shut up, and trust that you’ll get your payoff eventually.

As the man says, “When the capital development of a country becomes a by-product of the activities of a casino, the job is likely to be ill-done.”

On Other Blogs, Other Wonders

1. Are Banks Necessary?

Ashwin at Macroeconomic Resilience had a very interesting post last month arguing that the fundamental function of banks — maturity transformation — is no longer required. Historically, the reason banks existed was to bridge the gap between ultimate lenders’ desire for liquid, money-like assets and borrowers’ need to fund long-lived capital goods with similarly long-term liabilities. Banks intermediate by borrowing short and lending long; in some sense, that’s what defines them. But as Ashwin argues, today, on the one hand, we have pools of longer-term savings for which liquidity is not so important, at least in principle, in the form of insurance and pension funds, which are large enough to meet all of businesses’ and households’ financing needs; while on the other hand the continued desire for liquid assets can be met by lending directly to the government which — as long as it controls its own currency — can’t be illiquid and so doesn’t have to worry about maturity mismatch. It’s a very smart argument; my only quibble is that Ashwin interprets it as an argument for allowing banks to fail, while it looks to me like an argument for not having them in the first place.

Another way of reaching the same conclusion, in line with recent posts here, is that you can avoid much of the need for maturity transformation, and the other costs of intermediation, including the rentiers’ vig, if business investment is financed by the business’s own saving. In comments to the Macroeconomic Resilience post, Anders (I don’t think the same Anders who comments here) points to some provocative comments by Izabella Kaminska in a Financial Times roundtable:

An FT view from the top conference, with Martin Wolf moderating. He said an interesting thing re. all the cash on the balance sheets of American corporates. That for many US corporates, banks have become completely redundant, they just don’t need them. … The rise of the corporate treasury, investing wisely on its own behalf. Banks have failed at the one job they were supposed to do well, which was credit intermediation… No wonder banks have sought ever more exotic creative financing options .. their traditional business is dying. They’re not lending, can’t lend. So corporates are inadvertently acting by piling up cash reserves to solve that problem…. [You] see lots of examples of Corporates who don’t trust banks. … it’s amazing to think that we have come this far in the last two years… to a point where people like Larry Fink are suggesting banks are pointless.

This is part of the story of Japan’s Lost Decade that Krugman doesn’t talk about much, but that Richard Koo puts right at the heart of the story: By the mid 1980s, Japanese corporations could finance almost all of their investment needs internally, but the now-redundant banking system didn’t shrink, but found a reason for continued existence in financing real estate speculation. Banks may be pointless, but that doesn’t mean they’ll go away on their own.

2. Are Copyrights Necessary?

I’m surprised there hasn’t been more discussion in the blogosphere of this new working paper by Joel Waldfogel on copyright and new music production. (Summary here.) Has Yglesias even mentioned it? It’s totally his thing: an empirical study of whether file-sharing has reduced the amount of good music being produced, where “good” is measured by radio airplay, and various critics’ best-of lists. Which, whatever, but you’ve got to measure it somehow, right? And, oh yeah, the answer is No:

We find no evidence that changes since Napster have affected the quantity of new recorded music or artists coming to market. … While many producers of recorded music have been made worse off by changes in technology, there is no evidence that the volume of high-quality music, or consumers, have suffered.

Information wants to be free.

3. It’s an Honor Just to Be Nominated

Hey, look, someone at everyone’s favorite site for d-bags with PhDs, econjobrumors.com, has started a thread on the worst economics blogs. And the first blog suggested is … this one. “Krugnuts times 11,” he says. I think that’ll be the new tagline.

The Capitalist Wants an Exit

Like a gratifyingly large proportion of posts here, Disgorge the Cash! got a bunch of great comments. In one of the last ones, Glenn makes a number of interesting points, some of which I agree with, some which I don’t. Among other things, he asks why, if businesses really have good investment projects available, rational investors would demand that they pay out their cashflow instead. Isn’t it more logical to suppose that payouts are rising because investment opportunities are scarcer, rather than, as the posts suggests, that firms are investing less because they are being compelled to pay out more?

One standard answer would be information asymmetries. If firms have private information about the quality of their investment opportunities, it may be more efficient to have capital-allocation decisions made within firms rather than by outside lenders. The cost of being unable to shift capital between firms may be less than the cost of the adverse selection that comes with information asymmetries. That’s one answer. But here I want to talk about a different one.

Capital in general, and finance in particular, places a very high value on liquidity. But if wealth owners insist on the freedom to reallocate their holdings at a moment’s notice, and need the promise of very high returns to let them be bound up in something illiquid, then investment in the aggregate will be inefficiently low. As Keynes famously wrote,

Of all the maxims of orthodox finance none, surely, is more anti-social than the fetish of liquidity, the doctrine that it is a positive virtue on the part of investment institutions to concentrate their resources upon the holding of “liquid” securities. It forgets there is no such thing as liquidity of investment for the community as a whole.

Or as Tom Geoghegan recalls, from the last days of the old regime in the late 1970s,

Once a friend of mine from Harvard Business School came to visit, and I took him to South Works, just to see it.

“Wow,” he said. “I’ve never seen so much capital just lying on the ground. At B School we used to laugh at how conservative these big steel companies are, but then you could come out and see all this capital, just lying on the ground…”

Capitalists, in general, do not like to see their capital just lying on the ground. They prefer it to be abstract, intangible, liquid.

There’s no question that the shareholder revolution of the 1980s had a strong distributional component. Rentiers thought that workers were getting to much of “their” money. But if we’re looking specifically at the conflict between shareholders and management — as much a conflict between worldviews as between distinct groups of people — then I think “the fetish of liquidity” is central.

As Keynes understood, liquidity is what stock markets are for. What they’re not for, is raising funds for investment. That wasn’t why they were invented (the publicly traded corporation is a relatively recent innovation), and it’s not what they’ve been used for. Apart from a few years in the 1920s and a few more in the late 1990s, stock issues have never been an important source of investment finance for firms.

Let’s talk about Groupon. Huge IPO, raised $700 million, the biggest offering in years. So, those people who bought shares, they’re getting ownership of the company in return for providing it much needed funds for expansion, right?

Except that “Groupon has been shouting until it’s blue in the face that it doesn’t need the IPO cash, that it’s fine on the cash front, that the IPO is just a way of going public, and is not really about the money-raising at all.” Cashflow is more than enough to finance all their foreseeable expansion plans. So why go public at all, then?

Because their existing investors want cash, that’s why. Pre-IPO, Groupon was already notorious for using venture capitalist funds to cash out earlier investors.

Groupon is a very innovative company, and this is one of its most important innovations — the idea that the founder can and even should be able to cash out to the tune of millions of dollars very early on in the company’s lifecycle, while it is still raising new VC funds…. Historically, VC rounds have been about providing capital to companies which need it; in Groupon’s case, they’re more about finding a way to cash out early investors

But the venture capitalists need to be cashed out in their turn. After CEO Andrew Mason turned down offers from Yahoo and then Google to purchase the company, his VC bankers became increasingly antsy about being stuck owning a business, even a business selling something intangible as internet coupons, rather than safe pure money. Thus the IPO:

The board — and Groupon’s investors — had a message for Mason, though. Someday, he was going to have to either accept an offer like that one he had just turned down, or take this company public.

One investor recounts the conversation: “We said, okay Andrew, you took venture capital, and remember venture capitalists want an exit. It doesn’t have to be tomorrow but you always have to be thoughtful when a company comes to buy your company, because it’s not just you, it’s your employees, options, investors and alike.”

That’s what Wall Street is for: to give capitalists their exit.

The problem finance solves is not how to allocate society’s scarce savings between competing investment opportunities. In modern conditions, it’s the opportunities that are scarce, not the savings. (Savings glut, anyone?) The problem is how to separate the rents that come from control of a strategic social coordination problem from the social ties and obligations that go with it. The true capitalist doesn’t want to make steel or restaurant deals or jumbo jets or search engines. He wants to make money. That’s been true right from the beginning. It’s why we have stock markets in the first place.

Historically the publicly-owned corporation came into being to allow owners (or more typically, their heirs) to delink their fortunes from particular firms or industries, and not as a way of raising capital.

In her definitive history of the wave of mergers that first established publicly-traded corporations (outside of railroads), Naomis Lamoreaux is emphatic that raising funds for investment was not an important motivation for adopting the new ownership form. In contemporary accounts of the merger wave, she says, “Access to capital is not mentioned.” And in the hearings by the U.S. Industrial Commission on the mergers, “None of the manufacturers mentioned access to capital markets as a reason for consolidation.” Rather, the motivation for the new ownership form was a desire by the new capitalist elite to separate their wealth and status from the fortunes of any particular firm or industry:

after the founder’s death or retirement, ownership dispersed among heirs “who often were interested only in receiving income” from the company rather than running it. Where the founder was able to consolidate family control, as in Ford or Rockefeller,

the shift to public ownership was substantially delayed.

The same point is developed by historians Thomas Navin and Marian Sears:

A pattern of ownership somewhat like that in the cotton textile industry of New England might eventually have come to prevail: ownership might have spread, but to a limited degree; shares might have become available to outsiders, but to a restricted extent. It was the merger movement that accelerated the process and intensified it – to a smaller extent in the earlier period, 1890-1893, to a major degree in the later period, 1898-1902. As a result of the merger movement, far more people parted with their ownership in family businesses than would otherwise have done so; and doubtless far more men of substance (nonindustrialists with investable capital) put their funds into industry than would otherwise have chosen that type of investment. …

[As to] why individual stockholders saw an advantage in surrendering their ownership in a single enterprise in favor of participation in a combined venture …, one of the strong motivations apparently was an opportunity to liquidate part of their investment, coupled with the opportunity to remain part owners. At least this was a theme that was played on when stockholders were asked to join in a merger. The argument may have been used that mergers brought an easing of competition and an opportunity for enhanced earnings in the future. But the trump card was immediate liquidity.

The comparison with New England is interesting. Indeed, in the first half of the 19th century a very different kind of capitalism developed there, dynastic not anonymous, based on acknowledging the social ties embodied in a productive enterprise rather, than trying to minimize them. But historically the preference for money has more often won out. This was even more true in the early days of capitalism, in the 17th century. Braudel:

it was in the sphere of circulation, trade and marketing that capitalism was most at home; even if it sometimes made more than fleeting incursions on to the territory of production.

Production, he continues, was “foreign territory” for capitalists, which they only entered reluctantly, always taking the first chance to return to the familiar ground of finance and long-distance trade. Of course this changed dramatically with the Industrial Revolution. But there’s an important sense in which it’s still, or once again, true.

Disgorge the Cash!

It’s well known that some basic parameters of the economy changed around 1980, in a mutation that’s often called neoliberalism or financialization. Here’s one piece of that shift that doesn’t get talked about much, but might be relevant to our current predicament.


Source: Flow of Funds

The blue line shows the after-tax profits of nonfinancial corporations. The dotted red line shows dividend payments by those same corporations, and the solid red line shows total payout to shareholders, that is dividends plus net share repurchases. All three are expressed as a share of trend GDP. The thing to look at it is the relationship between the blue line and the solid red one.

In the pre-neoliberal era, up until 1980 or so, nonfinancial businesses paid out about 40 percent of their profits to shareholders. But in most of the years since 1980, they’ve paid out more than all of them. In 2006, for example, nonfinancial corporations had after-tax earnings of $800 billion, and paid out $365 billion in dividends and $565 in net stock repurchases. In 2007, earnings were $750 billion, dividends were $480 billion, and net stock repurchases were $790 billion. (Yes, net stock repurchases exceeded after-tax profits.) In 2008 it was $600, $470, and $340 billion. And so on. [1]

It was a common trope in accounts of the housing bubble that greedy or shortsighted homeowners were extracting equity from their houses with second mortgages or cash-out refinancings to pay for extra consumption. What nobody mentioned was that the rentier class had been doing this longer, and on a much larger scale, to the country’s productive enterprises. At the top of every boom in the neoliberal era, there’s been a massive round of stock buybacks, which you could think of as shareholders cashing out their bubble wealth. It’s a bit like the homeowners “using their houses as ATMs” during the 2000s. The difference, of course, is that if you took too much equity out of your house in the bubble, you’re the one stuck with the mortgage payments today. Whereas when shareholders use businesses as ATMs, those businesses’ workers and customers get to share the pain.

One way of thinking about this increase in the share of profits flowing out of the firm, is in terms of changing relations between managers and the owning class. The managerial capitalism of Galbraith or Berle and Means, with firms pursuing a variety of objectives and “owners” just one constituency among many, really existed, but only in the decades after World War II. That, anyway, is the argument of Dumenil and Levy’s Crisis of Neoliberalism. In the postwar period,

corporations were managed with concerns, such as investment and technical change, significantly distinct from the creation of “shareholder value.” Managers enjoyed relative freedom to act vis-a-vis owners, with a considerable share of profits retained within the firm for the purpose of investment. … Neoliberalism put an end to this autonomy because it implied a containment of capitalist interests, and established a new compromise at the top of the social hierarchies… during the 1980s, the disciplinary aspect of the new relationship between the capitalist and the managerial classes was dominant… after 2000, managers had become a pillar of Finance.

When I’ve heard Dumenil talk about this development, he calls the new configuration at the top a “loving marriage”; the book says, less evocatively, that today

income patterns suggest that a process of “hybridization” or merger is underway. … The boundary between high-ranking managers and the capitalist classes is blurred.

The key thing is that at one point, large businesses really were run by people who, while autocratic within the firm and often vicious in defense of their privileges, really did identify with the particular businesses they managed and focused their energy on their survival and growth, and even on the sheer disinterested desire to do their kind of business well. You can find a few businesses that are still run like this — I’ve been meaning to write a post on Steve Jobs — but by far the dominant ethos among managers today is that a business exists only to enrich its shareholders, including, of course, senior managers themselves. Which they have done very successfully, as the graph above (or a look at the world outside) shows.

In terms of the specific process by which this cam about, the best guide is chapter 6 of Doug Henwood’s Wall Street (available for free download here.) [2] As Doug makes clear, the increased payouts to shareholders didn’t just happen. They’re the result of a conscious, deliberate effort by owners of financial assets to reassert their claims on corporate income, using the carrot of high pay and stock for mangers and the stick of hostile takeovers for those who didn’t come through. Here’s Michael Jensen spelling out the problem from finance’s point of view:

Conflicts of interest between shareholders and managers over payout policies are especially severe when the organization generates substantial cashflow. The problem is how to motivate managers to disgorge the cash rather than investing it at below the cost of capital or wasting it on organization inefficiencies [by which Jensen seems to have mostly meant high wages].

Peter Rona, also quoted in Wall Street, expresses the same thought but in a decidedly less finance-friendly way: Shareholders “take pretty much the same view of the corporation as a praying mantis does of her mate.”

You don’t see the overt Jensen-type arguments as much now that management at most firms is happy to disgorge all of its cash and then some. But they’re not gone. A while back I saw a column in the business press — wish I could remember where — expressing outrage at Apple’s huge cash reserves. Because they should be investing that in new technology, or expanding production and hiring people? Of course not. It’s outrageous because that’s the shareholders’ money, and why isn’t Apple handing it over immediately. More than that, why doesn’t Apple issue a bunch of bonds, as much as the market will take, and pay the proceeds out to the shareholders too? From the point of view of the creatures on Wall Street, a company that prioritizes its long-term growth and survival is stealing from them.

UPDATE: Ah, here’s the piece I was thinking of: Forget iPad, it’s time for iGetsomemoneyback. From right before the iPad launch, it’s a gem of the rentier mindset, complete with mockery of Apple for investing in this silly tablet thing instead of just handing all its money to Wall Street.

Why is Apple hoarding its cash? A company spokesman explains: “We have maintained our cash and strong balance sheet to preserve the flexibility to make strategic investments and/or acquisitions.” … Steve Jobs really doesn’t need an acquisitions warchest of around $30 billion … He should start handing back this money to stockholders through dividends. … The money belongs to stockholders: Give. Indeed Jobs should go further. Apple should — gasp — start borrowing, and hand that money back, too.

Disgorge the cash!

SECOND UPDATE: Welcome to visitors from Dealbreaker, Felix Salmon and Powerline. If you like this, other posts here you might like include Selfish Masters, Selfless Servants; The Financial Crisis and the Recession; What Do Bosses Want?; and in sort of a different vein, Satisfaction.

[1] There’s something very odd going on in the fourth quarter of 2005: According to the Flow of Funds, dividend payments by nonfinancial firms dropped to essentially zero. The shortfall was made up in the preceding and following quarters. I suspect there must be some tax change involved. Does anybody (Bruce Wilder, maybe) have any idea what it is?

[2] John Smithin’s Macroeconomic Policy and the Future of Capitalism is also very good on this; it’s subtitle (“the revenge of the rentiers”) gives a better flavor of the argument than the bland title.

Selfish Masters, Selfless Servants

Via Mike the Mad Biologist, a Confucian parable for the financial crisis:

Mencius replied, “Why must your Majesty use that word ‘profit?’ What I am provided with, are counsels to benevolence and righteousness, and these are my only topics.
“If your Majesty say, ‘What is to be done to profit my kingdom?’ the great officers will say, ‘What is to be done to profit our families?’ and the inferior officers and the common people will say, ‘What is to be done to profit our persons?’ Superiors and inferiors will try to snatch this profit the one from the other, and the kingdom will be endangered….

Indeed, there are deep contradictions hidden in that word “profit.” Reminds me of a classic article on corporate governance, Bruce Greenwood’s Enronitis: Why Good Corporations Go Bad.

The Enron problem is … the predictable result of too strong of a share-centered view of the public corporation… Corporate law demands that managers simultaneously be selfless servants and selfish masters. On the one hand, it directs managers to be faithful agents, setting aside their own interests entirely in order to act only on behalf of their principals, the shares. On the other hand, in the service of this extreme altruism, they must ruthlessly exploit everyone around them, projecting on to the shares an extreme selfishness that takes no account of any interests but the shares themselves. Having maximally exploited their fellow human corporate participants, managers are then expected to selflessly hand over their gains…

Altruism and rationally self-interested exploitation are extreme and radically opposed positions, psychologically and politically. … For managers, one easy resolution of these tensions is a simple, cynical selfishness in which managers see themselves as entitled, and perhaps even required, to exploit shareholders as ruthlessly as they understand the law to require them to exploit everyone else. …

Internally, the share-centered paradigm is just as self-destructive. Corporations succeed because they are not markets and do not follow market norms of behavior. Rather, they operate under fiduciary norms as a matter of law and team norms as a matter of sociology. However, the share-centered paradigm of corporate law teaches managers to treat employees as outsiders and tools to corporate ends with no intrinsic value. Just as managers are unlikely to learn simultaneously to be selfish maximizers and selfless altruists, they are unlikely to be simultaneously cooperative team players and self-interested defectors. Thus, the share-centered view undermines the prerequisite to operating the firm in the interests of shareholders. …

Managers constructing the firm as a tool to the end of share value maximization treat the people with whom they work as means, not ends. …they learn as part of their ordinary life to break ordinary social solidarity. Learning to exploit ruthlessly is surprisingly difficult. … But cynicism can be learned, and managers subjected to the powerful incentives of the share value maximization principle do eventually learn it. … This training, however, surely creates cynics, not faithful agents. … A manager whose lived experience is a pretense of selflessness (with respect to employees, customers and business partners) covering real disinterested exploitation (on behalf of shares) is unlikely to suddenly see himself as “in a position in which thought of self was to be renounced, however hard the abnegation” and voluntarily hand over these hard-won gains of competitive practice to his principal. If you can properly lie to your subordinates, why not lie to your superior as well? … In the end, the cynicism of the share value maximization view must eat itself alive.

Something like Enronitis was clearly involved in the financial crisis. Indeed, some of the most famous controversies around the crisis hinge precisely on disputes about whether a transaction was between the parties linked by a fiduciary duty, or was an arm’s-length one where predatory behavior was expected, and even a moral duty. You can get yourself out of legal trouble, as Goldman has in the case of the Paulson trade, by establishing that you were on the war-of-all-against-all side of the line; but obviously, a system where predatory and trust-based relationships are expected to exist side by side, or even to overlap, is not likely to be a sustainable one. (Of course if the goal of our rentier elite is simply to stripmine the postwar social compromise, then sustainability is moot.) Friedman’s idea that a corporation’s duty is “to make as much money as possible while conforming to the basic rules of the society” isn’t coherent psychologically or logically, since it demands that management regard certain norms as absolutely binding and others as absolutely non-binding, without any reliable way of saying which is which.

Greenwood is talking about the “corporation as polis.” But the same point applies to the polis as polis.

It may not be the benevolence that makes the butcher, baker or brewer hand over the beef, bread or beer. But it is benevolence– or at least something other than self-interest — that ensures that it’s not full of E. coli. And if you say, well, it’s just their self-interest in avoiding the penalties of the law, that begs the question of why the authorities enforce the law. Or as Hume famously observed,

as FORCE is always on the side of the governed, the governors have nothing to support them but opinion. It is therefore, on opinion only that government is founded; and this maxim extends to the most despotic and most military governments, as well as to the most free and most popular. The soldan of EGYPT, or the emperor of ROME, might drive his harmless subjects, like brute beasts, against their sentiments and inclination: But he must, at least, have led his mamalukes, or prætorian bands, like men, by their opinion.

Boris Groys develops a similar line of thought in The Communist Postscript:

The theory of Marxism-Lenisnism is ambivalent in its understanding of language, as it is in most matters. On the one hand, everyone who knows this theory has learnt that the dominant language is always the language of the dominant classes. On the other hand, they have learnt too that an idea that has gripped the masses becomes a material force, and that on this basis Marxism itself is (or will be) victorious because it is correct.

This is a particular instance of Groys’ broader argument about the inherent power of rational speech:

The listener or reader of an evident statement can of course willfully decide to contradict the compelling effect of this statement… But someone who adopts such a counter-evident position does not really believe it himself. Those who do not accept what is logically evident become internally divided, and this division weakens them in comparison to those who accept and affirm the evidence. The acceptance of logical evidence makes one stronger; to reject it, conversely, makes one weaker.

Similarly, the decisionmaker who acts on norms consistently is stronger, in the long run, than the Enronitic manager whose honest service to “shareholder value” requires dishonest, strictly instrumental treatment of workers, customers, regulators, and the rest of humanity.

All of which is another way of saying that, despite the fantasies of libertarians, and cynics, that it’s self-interest all the way down, we can’t dispense with intrinsic motivation, analytically or in practice.

UPDATE: Added Groys quote. Had intended to include it in the original post, but I’d lent the book to someone…