/The Sham of Shareholder Capitalism

The Sham of Shareholder Capitalism

Yves here. While Richard Murphy makes some important points in his post, he unwittingly implies that shareholder capitalism could work as advertised absent the way investors lose ownership rights when they acquire stock through pooled vehicles.

In fact, the choice that legislators and regulators made to promote liquidity in stock markets inevitably resulted in weak governance. From a 2013 post:

Amar Bhide, now a professor at the Fletcher School and a former McKinsey consultant and later proprietary trader, questions the policy bias towards more liquidity in financial markets. Officials (and of course intermediaries) favor it because they lower funding costs. Isn’t cheaper money always better? Bhide argues that it can come with hidden costs, and those costs are sometime substantial.

He first took up the argument in a 1993 Harvard Business Review article, “Efficient Markets, Deficient Governance.” Its assessment was pretty much ignored because it was too far from orthodox thinking. He started with some straightforward observations:

US rules protecting investors are the most comprehensive and well enforced in the world….Prior to the 1930s, the traditional response to panics had been to let investors bear the consequences……The new legislation was based on a different premise: the acts [the Securities Act of 1933 and the Securities and Exchange Act of 1934] sought to protect investors before they incurred losses.

He then explained at some length that extensive regulations are needed to trade a promise as ambiguous as an equity on an arm’s length, anonymous basis. Historically, equity investors had had venture-capital-like relationships with the owner/managers: they knew them personally (and thus could assess their character), were kept informed of how the businesses was doing. At a minimum, they were privy to its strategy and plans; they might play a more active role in helping the business succeed.

By contrast, investors in equities that are traded impersonally can’t know all that much. A company can’t share competitively sensitive information with transient owners. Stocks are also more liquid if ownership is diffuse, which makes it harder for any investor or even group of investors to discipline underperforming managers. It’s much easier for them to sell their stock and move on rather than force changes. And an incompetent leadership group can still ignore the message of a low stock price, not just because they are rarely replaced, but also because they can rationalize the price as not reflecting the true state of the company compared to its competitors, which is simply not available to the public.

Bhide’s concern is hardly theoretical. The short term orientation of the executives of public companies, their ability to pay themselves egregious amounts of money, too often independent of actual performance, their underinvestment in their businesses and relentless emphasis on labor cost reduction and headcount cutting are the direct result of anonymous, impersonal equity markets. Many small businessmen and serial entrepreneurs hold the opposite attitude of that favored by the executives of public companies: they do their best to hang on to workers and will preserve their pay even if it hurts their own pay. Stagnant worker wages and underemployment are a direct result of companies’ refusal to share productiivty gains with workers, and that dates to trying to improve the governance problems Bhide discussed by linking executive pay to stock market performance. That did not fix the governance weaknesses and created new problems of its own.

An issue that we’ve also discussed regularly is that the idea that companies are to be operated for the benefit of shareholders is an idea made up by economists with no legal foundation. Equity is a weak and ambiguous claim: you get a vote on some matters, you get dividends if we make money and even then if we feel like it, and we can dilute your interest at any time. Equity is a residual claim, the last in line after everything else is taken care of.

By Richard Murphy, a chartered accountant and a political economist. He has been described by the Guardian newspaper as an “anti-poverty campaigner and tax expert”. He is Professor of Practice in International Political Economy at City University, London and Director of Tax Research UK. He is a non-executive director of Cambridge Econometrics. He is a member of the Progressive Economy Forum. Originally published at Tax Research UK

The FT published a report last week that commented on an important issue. That is the collapse of shareholder capitalism.

The issue is a simple one to summarise. Apparently about two thirds of all private owners of quoted shares in the UK now own their shares through nominee pooled funds. As such they are not recorded as the legal owners of these shares. They have no voting rights. And no right to attend shareholder meetings. They don’t even have the right to accounts. And they have given an institution, who does not own the shares in reality, the right to exercise their vote in the company.

This matters for a number of reasons.

First, this makes a mockery of shareholder capitalism. The company has no idea who its shareholders are. And it is wholly unaccountable to them. The idea that somehow shareholders are at the centre of corporate concern is shown to be a sham, yet again, by this.

Second, this undermines audit. Bizarrely, audit reports are still addressed to shareholders. What is apparent is that many do not get them. No wonder auditing is becoming so removed from reality.

Third, this breaks down any pretence that there is effective corporate governance. There cannot be when many company members are disenfranchised.

Fourth, the concentration of power in the hands of passive nominee owners reinforces the control of a small ruling elite in quoted businesses, who are insulated by this arrangement from any real accountability whilst being able to pretend that it exists.

Fifth, this means tax fraud can be much more easily disguised.

And lastly, it shows the owners of shares just don’t care and so are not the custodians for business that we need.

In essence, we have a form of capitalism that claims to be for shareholders and yet that is clearly a sham. No wonder it is not working.

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