The Myth of Shareholder Primacy

By Sahil Jai Dutta, a lecturer in political economy at the University of Goldsmiths, London and Samuel Knafo, a Senior Lecturer in the Department of International Relations at the University of Sussex. Originally published at the PERC blog

In the late 1960s, a young banker named Joel Stern was working on a project to transform corporate management. Stern’s hunch was that the stock market could help managers work out how their strategies were performing. Simply, if management was effective, demand for the firm’s stock would be high. A low price would imply bad management.

What sounds obvious now was revolutionary at the time. Until then profits were the key barometer of success. But profits were a crude measure and easy to manipulate. Financial markets, Stern felt, could provide a more precise measure of the value of management because they were based on more ‘objective’ processes, beyond the firm’s direct control. The value of shares, he believed, represented the market’s exact validation of management. Because of this, financial markets could help managers determine what was working and what was not.

In doing this, Stern laid the foundation for a ‘shareholder value’ management that put financial markets at the core of managerial strategy.

Stern would probably never have imagined that these ideas would 50 years later be castigated as a fundamental threat to the future of liberal capitalism. In recent times everyone from the Business Roundtable group of global corporations, to the Financial Times, to the British Labour Party has lined up to condemn the shareholder ideology.

“Fifty years of shareholder primacy,” wrote the Financial Times, “has fostered short-termism and created an environment of popular distrust of big business.”

It is not the first time Stern’s creation has come under fire. A decade ago Jack Welsh, former CEO of General Electric declared shareholder value “probably the dumbest idea in the world”. And 15 years before then, British political commentator Will Hutton, among others, found paperback fame with his book The State We’re In preaching much the same message.

To critics, the rise of shareholder value is a straightforward story, that has been told over and over again. Following a general crisis of postwar profitability in the late 1970s, corporate managers came under fire from disappointed shareholders complaining about declining returns. Shareholder revolts forced managers to put market capitalisation first. The rise of stock options to compensate corporate managers entrenched shareholder value by aligning the interests of managers and shareholders. Companies began sacrificing productive investments, environmental protections, and worker security to ensure shareholder returns were maximised. The fear of stock market verdicts on quarterly reports left them no choice.

This account fits a widespread belief that financiers and rentiers mangled the postwar golden era of capitalism. More importantly, it suggests a simple solution: liberate companies from the demands of shareholders. Freed from the short-term pursuit of delivering shareholder returns, companies could then return to long-term plans, productive investments, and higher wages.

In two recent articles, we have argued that this critique of shareholder value has always been based on a misunderstanding. Stern and the shareholder value consultants did not aim to put shareholders first. They worked to empower management. Seen in this light, the history of the shareholder value ideology appears differently. And it calls for alternative political responses.

To better understand Stern’s ideas, it is important to grasp the broader context in which he was writing. In the 1960s, a group of firms called the conglomerates were pioneering many of the practices that later became associated with the shareholder revolution: aggressive mergers, divestitures, Leverage buy-outs (LBOs),  and stock repurchasing.

These firms, such as Litton Industries, Teledyne and LTV revolutionised corporate strategy by developing new techniques to systematically raise money from financial markets. They wheeled and dealed their divisions and used them to tap financial markets to finance further predatory acquisitions. Instead of relying on profits from productive operations, they chased speculative transactions on financial markets to grow.

These same tactics were later borrowed by the 1980s corporate raiders, many of which were in fact old conglomerators from the 1960s. The growing efficiency with which these raiders captured undervalued firms on the stock market and ruthlessly sold off their assets to finance further acquisitions put corporate America on alert.

With fortunes to be made and lost, no manager could ignore the stock market. They became increasingly concerned with their position on financial markets. It was in this context that corporate capitalism first spoke of the desire to ‘maximise shareholder value’. While sections of the corporate establishment were put on the defensive, the main reason for this was not that shareholders imposed their preferences on management. Instead, it was competitor managers using the shareholder discourse as a resource to expand and gain control over other firms. Capital markets became the foundation of a new form of financialised managerial power.

These changes made the approach of management consultants championing shareholder value attractive. The firm founded by Stern and his business partner Bennett Stewart III took advantage of the situation. They sold widely their ideas about financial markets as a guideline for corporate strategy to firms looking to thrive in this new environment.

As the discourse and tools of shareholder value took hold, they served three distinct purposes. First, they provided accounting templates for managerial strategies and a means to manage a firm’s standings on financial markets. The first and most famous metric for assessing just how much value was being created for shareholders was one Stern himself helped develop, Economic Value Added (EVA).

Second, they became a powerful justification for the idea that managers should be offered share options. This was in fact an old idea floated in the 1950s by management consultants such as Arch Patton of McKinsey as a means to top-up relatively stagnant managerial pay. Yet it was relaunched in this new context as part of the promise to ‘align the interests of managers with shareholders.’ Stock options helped managerial pay skyrocket in the 1990s, a curious fact for those who believe that managers were ‘disciplined’ by shareholders.

Third, the notion of shareholder primacy helped to offload managerial responsibility.  An amorphous and often anonymous ‘shareholder pressure’ became the explanation for all manner of managerial malpractice. Managers lamented the fact they had no choice but to disregard workers and other stakeholders because of shareholder power. Rhetorically, shareholders were deemed responsible for corporate problems. Yet in practice, managers, more often than not, enrolled shareholders into their own projects, using the newly-formed alliance with shareholders to pocket huge returns for themselves.

Though shareholder demands are now depicted as the problem to be solved, the same reformist voices have in the past championed shareholders as the solution to corporate excesses. This was the basis for the hope around the ‘shareholder spring’ in 2012, or the recent championing of activist shareholders as ‘labour’s last weapon’.

By challenging the conventional narrative, we have emphasised how it is instead the financialisation of managerialism, or the way in which corporations have leveraged their operations on financial markets, that has characterised the shareholder value shift. Politically this matters.

If shareholder demands are understood to be the major problem in corporate life, then the solution is to grant executives more space. Yet the history of shareholder value tells us that managers have been leading the way in corporate governance. They do not need shielding from shareholders or anyone else and instead need to be made accountable for their decisions. Critiques of shareholder primacy risk muddying the responsibility of managers who have long put their own interests first. Perhaps the reason why executives are now so ready to abandon shareholder primacy, is because it never really existed.

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13 comments

  1. notabanktoadie

    Imagine if all corporations were equally owned by the entire population? Then shareholder primacy would just be representative democracy, no?

    But, of course, corporations are not even close to being equally owned by the entire population and part of the blame must lie with government privileges for private credit creation whereby the need to share wealth and power with the entire population is bypassed – in the name of “efficiency”, one might suppose.

    But what good is the “efficient” creation of wealth if it engenders unjust and therefore dangerous inequality and levies noxious externalities?

    Reply
  2. Michael

    “An amorphous and often anonymous ‘shareholder pressure’ became the explanation for all manner of managerial malpractice.”

    Amorphous? Anonymous? Anybody who faced one of Milken’s raiders, or paid Icahn’s Greenmail, would disagree. Nelson Putz, er, Peltz just forced P&G to start eating into the foundation of the business to feed his greed. There’s nothing amorphous or anonymous about activist shareholders, especially when they take over a company and start carving it up like a Thanksgiving turkey.

    Reply
  3. Synoia

    Shareholder primacy or Creditor Primacy?

    Creditors, or bond holders, appear to be the more powerful. Shareholders have no legal recourse to protect their “ownership.” Bondholders do have legal recourse.

    Either way, many corporations more serve up their than serve their customers and the general public. There is this belief that if a corporation is profitable, that’s good but does not include a public interest (for example Monsanto and Roundup.)

    Reply
    1. vlade

      Managers used to fear the creditors more than shareholders, that’s very much true.

      But that has gone out of the window recently, as debt investors just chase return, so it’s seller’s world, and few of them (debt investors) want to take losses as they are much harder to recoup than before. So extend and pretend is well and alive.

      In other words, one of the byproducts of QE is that the company management fears no-one, and is more than happy to do whatever they want.

      The problem is the agency. If we assume that we want publicly traded companies (which IMO is not a given), the current incentives are skewed towards management paying themselves.

      The problem with things like supervisory boards, even if they have high worker representation, is that those are few individuals, and often can be (directly or indirectly) corrupted by the management.

      The “shares” incentive is just dumb, at least in the way it’s currently structured. It literally gives only upside, and often even realisable in short/medium term.

      Reply
      1. d

        And thats how we got Boeing and PG&E. Just don’t think thats the entire list, don’t think there is enough room for that

        Reply
    2. rd

      Corporations are artificial creations of the state. They exist in their current form under a complex series of laws and regulations, but with certain privileges, such as Limited Liability Corporations. It is assumed that these creatures will enhance economic activity if they are given these privileges, but there is no natural law, such as gravity, that says these laws and regulations need to exist in their current form. They can be changed at will be legislatures.

      This is why I despise the Citizens United decision which effectively gives these artificial creations the same rights as people. i don’t believe that Thomas Jefferson would have found that to be “a self-evident truth.” I think that Citizens United will be regarded as something akin to the Dred Scott decision a century from now.

      Shareholder primacy is an assumption that hasn’t been challenged over the past couple of decades, but can be controlled by society if it so desires.

      Reply
  4. Jeremy Grimm

    The semantics of “shareholder primacy” are problematic. The word “shareholder” in this formula echoes the kind problems that whirl around a label like “farmer”. A shareholder is often characterized in economics texts as an individual who invests money hoping to receive back dividends and capital gains in the value and valuation of a company as it earns income and grows over time. Among other changes — changes to the US tax laws undermined these quaint notions of investment, and shareholder. The coincident moves for adding stock options to management’s pay packet [threats of firing are supposed to encourage the efforts of other employees — why do managers needs some kind of special encouragement?], legalizing share buybacks, and other ‘financial innovations’ — worked in tandem to make investment synonymous with speculation and shareholders synonymous with speculators, Corporate raiders, and the self-serving Corporate looters replacing Corporate management.

    This post follows a twisting road to argue previous “critique of shareholder value has always been based on a misunderstanding” and arrives at a new critique of shareholder value “challenging the conventional narrative.” This post begins by sketching Stern’s foundation for ‘shareholder value’ with the assertion imputed to him: “if management was effective, demand for the firm’s stock would be high. A low price would imply bad management.” The post then claims “What sounds obvious now was revolutionary at the time.” But that assertion does not sound at all obvious to me. In terms of the usual framing of the all-knowing Market the assertion sounds like a tautology, built on a shaky ground of Neolilberal economic religious beliefs.

    I believe “shareholder primacy” is just one of many rhetorical tools used to argue for the mechanisms our Elites constructed so they could loot Corporate wealth. There is no misunderstanding involved.

    Reply
    1. xkeyscored

      “But that assertion does not sound at all obvious to me.”
      I think you’re severely understating this. I’d call it total [family blogging family blog]. As you go on to imply, it takes an act of pure faith, akin to religious faith in Dawkins’ sense of belief in the face of evidence to the contrary, to assume or assert this nonsense, except insofar as it’s tautological – if the purpose of management is to have a high share price, then obviously the latter reflects the effectiveness of the former.

      Reply
  5. Susan the Other

    Well, we’re all stakeholders now. There probably isn’t much value to merely being a shareholder at this point. First let’s ask for a viable definition of “value” because it’s pretty hard to financialize an undefined “value” and nobody can financialize an empty isolated thing like the word “management”. Things go haywire. What we can do with this seed of an idea is finance the preservation and protection of some defined value. And we can, in fact, leverage a healthy planet until hell freezes over. No problem.

    Reply
  6. PKMKII

    This fits within a Marxist analysis as the material conditions spurred the ideological justifications of the conditions, not the ideology spurring the conditions.

    Reply
  7. mael colium

    Easy to bust this open by legislating against limited liability. Corporates were not always limited liability, but it was promoted as a means to encourage formation of risky businesses that would otherwise never develop due to risk averse owners or managers. This was promoted as a social compact, delivering employment and growth that would otherwise be unattainable. Like everything in life, human greed overcomes social benefits.

    Governments world wide would and should step up and regulate to regain control, rather than fiddling at the margins with corporate governance regulation. They won’t, because powerful vested interests will put in place those politicians who will do their bidding. Another nail in the democracy coffin. The only solution will be a cataclysmic event that unites humanity.

    Reply
  8. RBHoughton

    I think about stock markets as separate from companies and I’m wrong. Each of the stock exchanges I have heard of started off when 4-5 local companies invested a few thousand each in renting a building and a manager to run an exchange hoping it would attract investment, promote their shares and pay for itself.

    I remember when one of the major components of the Hong Kong Exchange, Hutchison, had a bad year and really needed some black magic to satisfy the shareholders, the Deputy Chairman abandoned his daytime job and spent trading hours buying and selling for a fortnight to contribute something respectable for the annual accounts. Somebody paid and never knew it. This was at the start of creative accounting and the ‘anything goes’ version of capitalism that the article connects with Litton Industries, Teledyne and LTV but was infecting the entire inner circle of the money.

    Reply

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