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Trust, Democracy, and Capitalism

by Charles H. Green on Tuesday, January 30, 2007 (post #60)


One business page, Sunday NYTimes.  Two articles.  Two distinct visions of our future.

Andrew Sorkin’s “A Growing Aversion to Ticker Symbols” describes the seeming tsunami of private equity money creating a shadow economy, engulfing publicly traded stocks, escaping the scrutiny of Sarbanes Oxley and the SEC, and enabling CEO compensation even greater than we’ve seen in public companies:

As one buyout king put it over drinks… “If one of my C.E.O.’s made $100 million, I’d say that’s great because it means that we probably just made $2 billion.”


Licensed greed, free of oversight.

Or not?

In the same article, John Thain, the New York Stock Exchange’s CEO, reminds us that much of the big money in private equity lies in taking the companies back public again.

Viewed this way, private equity is simply the vehicle du jour for creating efficiency in the financial and asset markets. Take the old company out of circulation for a bit, do a turn in drydock, clean up the turbines, a new coat of paint, voila—new company.  A public service.

Au contraire, says Ben Stein in "The Hard Rain That's Falling on Capitalism.  A writer and literate comedian, he has standing as an economist. He came by it honestly; his father was chairman of the Council of Economic Advisors under the Nixon and Ford administrations.

Capitalism values people as individuals according to contract…not according to the status of our birth. This in itself is a miracle.

This miracle has been vibrant in the lives of hundreds of millions of Americans who have gone from nothing to something, thanks to the dynamics of capitalism. They have seen their pay rise and they have been able to convert their sweat and toil and creativity into capital by saving and investing in the stock market and becoming capitalists themselves — myself.

The system of capitalism is wide open. If you have an idea, you can turn it into capital.

But… in capitalism, the most fundamental building block is trust.

When I see what the top dogs at all too many corporations are now doing to that trust, I feel queasy. Outrageous — yes, obscene — pay. Greedy backdating of stock options, which in my opinion is straight-up theft.  Managers buying assets from their trustors, the stockholders, at pennies on the dollar, then forestalling competing bids with lockups and insane breakup fees.

These misdeeds and many, many more are hammer blows at the granite foundation of trust we built in the 1940s and ’50s. How long democratic capitalism can survive these blows before it gives in and gives birth to revolution or to an out-and-out aristocracy, I am not sure.


Stein’s not alone. Professor Bruce Scott, of Harvard Business School, is in the final stages of a forthcoming book tentatively titled Capitalism and Democracy in a New World.  He enthralled senior audiences at Harvard Business School’s reunion last fall.  A great number of seasoned MBAs, it turns out, share Stein's sense that something is rotten in the State of Business.

Scott suggests we have succumbed to an exceedingly narrow application of the democratic concept of freedom—economic freedom.  Capitalism, he suggests, is strangling democracy.  Scott points to the same social tensions Stein mentions—the accelerating gap in wealth across the world.

Financial fine-tuning for fitness is salutary.  A nation of laws is a wonderful thing.  But a nation whose laws of financial fine-tuning are opaque, written by those with a bias toward more concentration of wealth, and even then brazenly violated, is not a nation whose capitalist system is any longer built on trust.

If capitalism’s best effort at an ethical pronouncement is, “hey, it wasn’t illegal,” then Stein is an optimist. 

We can do better.



Charles H. Green, author of Trust-Based Selling and co-author of The Trusted Advisor, is a consultant and speaker on trust issues for some of the world's best companies. He has written about trust in business relationships at Trust Matters since 2006. Read more...


posted in Trust in Leadership Development and Strategy

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8 Comments

The Epicurean Dealmaker said

http://epicureandealmaker.blogspot.com

Charilie — As you know, I am no apologist for private equity. As an industry, it is composed of people who exhibit the same range of human behavior and characteristics as any other, just with more money (at present). However, PE does serve a useful and important function in our economy, as you point out, by acting as the capitalists of last resort for companies that need to undergo radical restructuring. This type of restructuring is desperately hard to do in a publicly traded company, because (1) management have little motivation or incentive to take the flak they will generate from employees, unions, politicians, and the press and (2) the shareholders are too diverse and unfocused a bunch to hold management's feet to the fire. Private equity turns this on its head, because with a buyout you get managers highly motivated with both carrot and stick and tightly focused, demanding owners who make sure the necessary restructuring is done, and quickly. Sarbanes Oxley and the SEC are frankly half-measures, designed primarily to reduce outright fraud perpetrated on unsuspecting and unsophisticated retail investors. The real problem with publicly traded companies is that virtually all of the "owners" of the company (and hence nominal "bosses" of management) are completely disengaged free riders who have no interest in executing their rights and duties as stewards of their own capital. They figure someone else will handle it for them. Well, we have seen what happens then. Finally, I am afraid that many of the public company CEOs and managers who are so desperate to gain freedom and immense wealth by going private are going to get a rather nasty shock. It is one thing to patronize a bunch of ignorant and indifferent public shareholders once a quarter and an entirely different one to have Henry Kravis and his partners breathing down your neck every week. PE guys fire managers who do not deliver, and if you are fired you usually lose most of that lovely money you were counting on. Managers of private equity backed companies have to think and act like entrepreneurs, and I think we will all see just exactly how few of these eager beaver public company managers can really make the grade.

posted on Tuesday, January 30, 2007

Charlie (Green) said

First of all, welcome to Epicurean Dealmaker. I recommend visiting his blog, at http://epicureandealmaker.blogspot.com/

Private equity is something many of us, myself included, don't know well enough to comment about intelligently. ED knows whereof he speaks, and indeed he is no apologist; see his current posting on executive comp, for example, this article:
http://epicureandealmaker.blogspot.com/2007/01/
my-dear-old-mammon.html

Many of the complaints that Ben Stein raises are about public companies, not private. But he does talk about managers abusing their position to extract preferential deals for taking a company private, which he would argue is unfairly competing with the shareholders in whose interest(s) (s)he supposedly labors. I'd be curious to hear ED's thoughts on that issue?

posted on Tuesday, January 30, 2007

The Epicurean Dealmaker said

http://epicureandealmaker.blogspot.com

It's a problem, Charlie, no mistake about it. But in most cases it is a structural problem, rather than one of the managers' weak or venal character.

People do not realize that once a management team has signed a partnership agreement with a private equity firm, their ability to control the sale process drops to practically nil. Their leverage is gone, since they have signed the contract, and the PE guys take over deal negotiations. They are sharp, hard, experienced negotiators, and they are out to get the best deal they can. After all, they are fiduciaries themselves, to the limited partners who give them money to invest in buyouts. (Interestingly enough, these LPs are often the same pension funds, state retirement funds, and insurance companies who own substantial portions of the common shares of the public company being bought.)

The only people left guarding the cookie jar at that point are the independent directors, who are often hopelessly outmatched by the PE deal guys in negotiations, who do M&A for a living. Ergo, you sometimes see lopsided results. The only thing preventing more unfair deals is that there is substantial competition among PE firms and other corporates for good companies.

So, if you really want fairness, Mr. Public Shareholder, get off your duff. Write to your Directors and tell them how you feel. Better yet, pay attention to Director elections and use whatever influence you can muster to get strong, truly independent Directors elected before the fact. Otherwise, vote with your feet and sell your shares, either before or after the company goes into play.

And, if you choose to invest in public companies with entrenched management, dual class share voting structures, and Boards composed of the CEO's golfing buddies, do not be surprised if management tries to steal the company out from under you. Is that right, or moral? Of course not. Should it be a surprise? What do you think?

posted on Wednesday, January 31, 2007

will said

It seems like there is a seemingly eternal battle against entropy.

It seems to me that this is but one of many ways in which capitalism has been warped by the nature of th businesses.

One could make very similar arguments about corruption in terms of military industry (weapons manufacture), war profiteering (selling these weapons to both sides of a conflict), propaganda (the media arts of convincing people that  some group is the enemy, and be afraid!),  and finally just plain war.  Who's getting rich of f of this ? Can it be stopped? Or is Everyone unknowingly complicit ?

What Epicurian Dealmaker says translates basically, for the shareholder, you need to be vigilent. And so this continues to be true on all levels of capitalism and it's siamese twin, politics.

What worries me, is that it feels like while we are all drifting away into private worlds (I just bought my first iPod and love it)... It seems we need to be more and more vigilent than before, watching for foul play in society that could ruin lives of generations.

Doesn't it seem like an endless battle? If it's not one thing, then another new loophole monster will come and eat away at ordinary people's pension plans and life savings...

er... , and about those life savings... they didn't happen to be invested in a company that makes phosphorous or cluster bombs , did they?

 

 

posted on Wednesday, January 31, 2007

Captain Freedom said

Tsk tsk...

It is really amazing to me how such distinguished academics can be so callous towards those who make so much more than everyone else.  Immense pay/salary inequities is actually a hallmark of a good and free civilization.  We should be grateful and happy that it is possible for people to become extremely wealthy without causing a revolution as you alluded to.  Capitalism is not strangling democracy.  On the contrary, it is the mentality of those who believe in equality that is strangling capitalism.

The system of capitalism is not causing harm.

I agree wholeheartedly that there exists instances of people commiting theft and/or fraud.  But these crimes will exist no matter what laws or regulations are in place.  The Sarbanes-Oxley act did nothing more than increase business costs.  Since only the larger companies could absorb these costs, smaller companies are now having a harder time competing.  It is precisely these sorts of facts that cause business to concentrate.

The day everyone stops believing in the benevolence of free markets is the day we lose it.  Is that REALLY what you are asking for?        

posted on Thursday, February 1, 2007

will said

I just don't get what everyone is going on about this "free market", I mean geez, I've been looking for it for ages, but every market I go to people are charging money for stuff.

So tell me where this free market is !!!!

posted on Thursday, February 1, 2007

Wendy Darling said

Captain Freedom writes: "The day everyone stops believing in the benevolence of free markets is the day we lose it. "

So you mean, free markets are like Tinkerbell?

posted on Thursday, February 1, 2007

The Ridger said

http://thegreenbelt.blogspot.com

Trackbacks aren't working, but I wanted you to know this post has been chosen for the Carnival of the Liberals - Thanks!

posted on Wednesday, February 14, 2007



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