The Political Origins of Corporate Governance

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The Political Origins of Corporate Governance Ugo Pagano University of Siena and Central European University. The Evolution of the American Corporation and Global Organizational Biodiversity. The Evolution of the Modern Corporate Structure has been one of the most influential chapters of The Modern Corporation & Private Property. However, Berle’s and Means’ superb analysis is framed in the American context and cannot be easily generalized to other experiences. Their corporate model arose in a democratic country where what Veblen called production engineers commanded more respect than financiers and capitalist dynasties. Other countries followed different organizational paths. The paper seeks to compare these alternative paths with the evolution of the American corporation and to inquiry whether organizational biodiversity is likely to survive in the corporate sector of the global economy. Berle III Conference. Seattle, January 2012 1 1. Introduction The work of Berle and Means included a careful study of the evolution occurring in the United States in the inter-war period. Berle and Means described how the corporation evolved as a process of decentralization of powers that used to be monopolies centralized by National States. Similar processes were at work also in other countries and their analysis could be seen as a useful guide for the general evolution of capitalism. However, since the advent of the new organizational species, which was to become known as the "Berle and Means Public Company", required a complex political process, the asymmetric political conditions of different countries were bound to have a strong influence on its institutional structure1. As argued by Roe (2003), different political conditions, such as social democracy, have an important influence on corporate governance systems. However, different corporate governance systems can generate different political reactions. For instance, social democracy can be seen as a set of political conditions impeding the separation between ownership and control and the development of the public company. At the same time, social democracy can also be seen a reaction to a concentrated family-based corporate governance system. In Belloc and Pagano (2009), we show that causation runs both ways: from politics from corporate governance and vice versa. Politics and corporate governance co-evolve. Initial conditions in history can have a decisive role in shaping a processes of cumulative causation and the political conditions, existing when "big business" emerged in a country, had a decisive role for the structuring of its is future institutions of production. Berle and Means considered the evolution of the corporation in a special framework where at the time of the second industrial revolution a robust democracy already 1 An ample overview of the corporate governance systems of the different countries see the essays contained in Morck 2005. Corporate systems with concentrated ownership are considered in Morck (2006). Fuller (1969) pointed out how the firm involves a decentralization of a public ordering into a private ordering where some transactions are centralized – a point that is particularly evident in the case of the modern corporation (Stout 2005). Pagano (2010) integrates Fuller's approach with the Coasian approach using the Cathedral framework developed by Calabresi and Melamed (1972). 2 existed. The American experience (with the possible exception of Switzerland) is unique2. Its uniqueness is only hidden by the dominant role that America has had in the world economy that has turned an exception in some sort of a rule which other countries are supposed to follow. If, by the time of the emergence of the large enterprises, a robust democratic system had already emerged, the concentration of economic power of the wealthy was likely to be challenged and, often, limited by political action. In the same framework, also the growth of the power of the unions was somehow limited by the political constraints acting on power of the counterpart. In the U. S., trade unions' organizations turned out to be less popular and powerful than in most other capitalist countries. Neither the employers nor the workers had to balance the concentration of power of the other side. This was a case of a "dispersed equilibrium", where both workers and owners did not organize because a democratic State was in charge to limit the power of other centralized organizations. These "democratic roots" marked the particular setting where the "Berle and Means Public Company" did in fact emerge. Most countries had a different evolutionary paths. If, by the time of the development of the large capitalist enterprises, a robust democratic system had not yet emerged, the unchecked concentration of power of the capitalist dynasties would go well beyond their private wealth. In this case, union's and social- democratic power were likely to arise as a counterbalance and to be later an important ingredient in a democratization of society. The end-result of this process was that both workers and employers could find a justification of the concentration of their own interests in the high degree of concentration of the other. This equilibrium may be also rather stable, even if its stabilization involves a long process of conflictual growth of centralized organization. 2 Becht and De Long (2005) introduce their interesting paper by considering the two (related) sources of American exceptionalism: "A century ago European academics like Werner Sombart worried why the United States was exceptional in that it did not have socialism. Today we academics worry about a different form of American exceptionalism: why is there so little block holding in the United States?" 3 "Concentrated equilibria" are likely to have "aristocratic roots"3 in the sense that the existence dynastic privileges and social exclusion favor also a concentration of workers' interests. Since, outside the United States, dynastic and aristocratic privileges were still widespread at the time of the second industrial revolution, it is not surprising that a pattern partially different from illustrated by the Berle and Means emerged in other capitalist countries, opening numerous questions also about the nature of the corporations emerging in the new fast developing economies. The paper is structured as follows. The following section considers the different collective action problems faced by owners, managers and workers when they try to obtain safeguards for their specific investments. There can be complementarities or trade-offs among these safeguards, often leading to arms' races and to multiple equilibria that are characterized by different incentives to invest for each social group. In any case the emergence of the corporation is a political process involving a complex relation among several actors such as workers, owners, managers and National State. The third section focuses on two idealized cases of "democratic" and "aristocratic" roots and on the mechanisms by which each type of "political origin" may select a particular type of equilibrium. In section 4 we consider in detail how that mechanism may work in the rich European variety of "aristocratic roots" and in the rather unique case of American "democratic roots". We frame the Berle and Means corporation in the context of the American Nineteenth century which nourished a strong preference for Veblenian instincts of workmanship with respect to purely pecuniary activities and a widespread distaste for dynastic privileges. In section 5 we criticize the hypothesis that there was a single "Anglo-Saxon" model of corporate governance common to U. K. and to U. S. and show that the biodiversity of capitalism is much more complex than the contrast between an Anglo-Saxon and continental tradition would imply. In the final section, we consider the implications of our analysis for the current crisis and we argue that the global biodiversity of capitalism is unlikely to decrease, 3 In section 4 we will see that has been a considerable variety of aristocratic political and social roots. 4 especially with the addition of the new corporate species emerging in the recently industrialized countries. 2. Safeguards for specificity and collective action. Oliver Williamson (2006) observes that labor markets and financial markets share an important characteristic, distinguishing them from intermediate product markets: in both cases, the individuals make specific investments and face, at the same time, a collective action problem. Information asymmetries characterize both cases. However, according to Williamson, the asymmetric information problem is more serious in the case of the relationship between shareholders and directors and involves that the latter can easily collude with top-management. The integrity of delegation of decision- making, which is the most remarkable advantage of the public company, would be lost if shareholders have to re-balance information asymmetries in a way similar to that characterizing the relationship between the workers and their representatives. Thus, according to Williamson shareholder democracy can easily degenerate into oligarchy – a point that was forcefully made in Berle and Means (1932) path breaking contribution. The main difference between the collective action problems, faced by workers and shareholders, is related to the inseparability between human capital and its owner. The problem of "absentee ownership" is obviously less severe in the case of human capital. Even very absent-minded individuals cannot be really absent
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