September 11, 2019
Alex Gorsky, Chairman of the Board and CEO of Johnson and Johnson announces the Business Roundtable "Statement on the Purpose of the Corporation," August 20, 2019. Photo: Kevin Allen, Business Roundtable.
By DOUGLAS J. DEN UYL • Law & Liberty
Lenin reportedly said, “When it comes time to hang the capitalists, they will vie to sell us the rope we will use to hang them.” This reference to greed as the essence of the motivation of capitalist actors might seem to stand in sharp contrast to the latest pronouncement of the Business Roundtable. According to them, the obligations of management are no longer primarily to the shareholders and the maximization of profits, but rather to what are called “stakeholders.” The Roundtable, composed of CEOs of nearly 200 major corporations, stated that they “share a fundamental commitment to all of our stakeholders”—each of whom “is essential”—while pledging “to deliver value to all of them, for the future success of our companies, our communities, and our country.”
Stakeholders are various groups in the public, including shareholders, that may be impacted by the actions of a business. These groups include employees, suppliers, advisors, and customers, but could conceivably include any social grouping one might imagine as being affected in any way by a business. Unlike the limited group of shareholders that once claimed priority—even exclusivity—over those who manage a corporation because of their investment in it, the members of the Business Roundtable now see their obligation to be essentially to the public at large. Investors are no more compelling to the attentions of management than any other stakeholder.
The greedy capitalists of the old shareholder model of corporate responsibility had one thing in common with their shareholders, namely, both were largely motivated in the same way. Management was incentivized to maximize profits, and investors invested so that those managers would do so. Under the new stakeholder dispensation, presumably management is to be concerned with the public good. Greed and self-interest are replaced by concern for public well being. Of course there might still be a way to interpret the actions of management under this new dispensation as self-interested. They can now avoid having to answer solely to the group most likely to monitor their activities—their investors—in favor of a concern for their stakeholder pool in general. This might be another way of saying they don’t have to answer to anybody while pretending to care about everybody.
But let us not descend into such cynical speculations. Let us suppose that corporate executives are genuinely moved by public spiritedness towards all their stakeholders. We need to be clear, however, about one thing before moving on: the shareholder model did not say to either ignore or treat badly one’s “stakeholders.” It simply said that one’s actions in this regard should always keep in mind the primary obligation to the shareholder in the form of return on investment. Good practices towards “stakeholders,” were often sensible and good business. But once that “bottom line” measure is removed as the primary standard and motivation, it’s not at all clear what is to replace it, since “stakeholders” are an amorphous body with amorphous, and potentially conflicting claims and desires. Although the so called “separation between ownership and control” (shareholders and management), does pose some issues—not the least of which is opening the door to the very claims of the Business Roundtable—it still retains the traditional structure of obligation. Return on investment is a clear and measurable standard when compared to what it means to “provide value” to one’s stakeholders.
Assuming the best of intentions also does not touch the problem of fiduciary responsibility. Under the shareholder model, executives had a fiduciary responsibility to the shareholders. In effect, the shareholders “hired” them. Under the stakeholder model, by contrast, it is not only not clear to whom exactly managers owe their responsibility, but more importantly who will be deciding those lines of responsibility? It’s a good bet that it will not be the managers themselves. Most likely it will be the state through various sorts of public “committees.” The reverse side of this issue of responsibility is equally troubling: who exactly has the liability when things go wrong and what is to keep a corporation from being liable for just about everything? In the first case, since managers now work for the public at large perhaps “the public” is liable when things go wrong. But if managers think that by this move they can foist responsibility off of the corporation on to the general public they might need to think again. When the lines of responsibility are fuzzy, it is more likely that liability payments by the corporation will increase, not decrease. Accompanying this probability of having to pay out more is the growing opportunity for more liability claims to be made in the first place. After all, now that the corporation is a thoroughly public entity with ambiguous lines of responsibility, virtually any claim can be foisted upon them.
Ambiguity, however, is not the central problem here. The problem is one of identity. However well-intentioned we might want to imagine corporate executives to be, they still presumably manage a private and partial dimension of society. What kept corporations private and partial was their limited scope of services and limited obligation to their investors. To now make their realm of obligation to stakeholders as wide as “the nation” is to effectively make them equivalent to the state itself. The logic of this is such that it is now even unclear what exactly is the nature of the product the corporation is to provide? Since maximizing profits is no longer the central measure, perhaps what is “good” for people should define our product choices or perhaps need should determine the price paid for a product. And when one firm wants to merge with or acquire another, removing the bottom line simply means that other “social” criteria will be used instead of looking strictly to financial benefit.
Elizabeth Warren calls this economic patriotism, but another name for all this might be socialism, since the call here is for corporations to become thoroughly socialized. This goes well beyond “crony capitalism,” where corporations buddy up with the state for benefits that arguably might also return financial gains to the shareholders. This is corporations saying, “L’etat c’est moi.”
It might be objected that the stakeholders are different from one corporation to another, thereby allowing corporations to retain their private character. But apart from the impossibility of sorting out where exactly the lines are being drawn between businesses when “community” and “nation” are the standard, such a claim simply highlights the identity issue by trying to be at once both private and public. The pull here, however, can only be towards ever more socialization, since any disaffected stakeholder group can always appeal to the corporation’s general obligation to society at large. However badly the state may often be at general impartiality, such impartiality towards all is nonetheless the government’s function. The capitalist, by contrast, is a private “person” pursuing private ends. To conflate or merge the two can only result in the obliteration of the private portion and thus of the essence of capitalism.
The capitalists are thus not competing to sell the rope to the state; they are simply handing it over. They may think they’ll have a role to play as business persons in this new world order. Lenin was wiser.