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The Shareholders Vs. Stakeholders Debate The Shareholders vs. Stakeholders Debate SUMMER 2003 Should companies seek only to maximize shareholder value or strive to serve the often conflicting interests of all stakeholders? Guidance can be found in exploring exactly what each theory does, and doesn’t, say. H. Jeff Smith Vol. 44, No. 4 Reprint #44411 http://mitsmr.com/1g2ZmLj The Shareholders vs. Stakeholders Debate he stakeholder theorists smell blood. Scandals at Enron, Global Crossing, TImClone, Tyco International and WorldCom, concerns about the inde- pendence of accountants who are charged with auditing financial statements, and questions about the incentive schema and investor recommendations at Credit Suisse First Boston and Merrill Lynch have all provided rich fodder for those who question the premise of shareholder supremacy. Many observers have claimed that these scandals serve as evidence of the failure of the share- holder theory — that managers primarily have a duty to maximize shareholder returns — and the victory of stakeholder theory, which says that a manager’s duty is to balance the shareholders’ financial interests against the interests of Should companies other stakeholders such as employees, customers and the local community, even if it reduces shareholder returns. Before attempting to declare a victor, seek only to maximize however, it is helpful to consider what the two theories actually say and what they do not say. shareholder value or Both the shareholder1 and stakeholder theories are normative theories of strive to serve the corporate social responsibility, dictating what a corporation’s role ought to be. By extension, they can also be seen as normative theories of business ethics, often conflicting since executives and managers of a corporation should make decisions according to the “right” theory. Unfortunately, the two theories are very much interests of all stake- at odds regarding what is “right.” holders? Guidance Shareholder theory asserts that shareholders advance capital to a com- pany’s managers, who are supposed to spend corporate funds only in ways can be found in that have been authorized by the shareholders. As Milton Friedman wrote, “There is one and only one social responsibility of business — to use its exploring exactly resources and engage in activities designed to increase its profits so long as it … engages in open and free competition, without deception or fraud.”2 what each theory does, On the other hand, stakeholder theory3 asserts that managers have a duty and doesn’t, say. to both the corporation’s shareholders and “individuals and constituencies that contribute, either voluntarily or involuntarily, to [a company’s] wealth- creating capacity and activities, and who are therefore its potential benefici- H. Jeff Smith aries and/or risk bearers.”4 Although there is some debate regarding which stakeholders deserve consideration, a widely accepted interpretation refers H. Jeff Smith is a professor of management at the Babcock Graduate School of Man- agement at Wake Forest University in Winston-Salem, North Carolina. Contact him at [email protected]. SUMMER 2003 MIT SLOAN MANAGEMENT REVIEW 85 to shareholders, customers, employees, suppliers and the local vide no formula for adjudicating among the stakeholders’ dis- community.5 According to the stakeholder theory, managers are parate interests, some have claimed that the theory cannot be agents of all stakeholders and have two responsibilities: to implemented. While it is true that some versions of the theory ensure that the ethical rights of no stakeholder are violated6 and provide no guidance in this regard, many stakeholder theorists to balance the legitimate interests of the stakeholders when have provided algorithms for trade-offs among stakeholders’ making decisions. The objective is to balance profit maximiza- interests. For example, one might assess the level of risk that each tion with the long-term ability of the corporation to remain a stakeholder has embraced and rank their interests accordingly, or going concern. one might simply assert that one stakeholder group’s interests The fundamental distinction is that the stakeholder theory should always prevail, as Richard Ellsworth has recently argued.10 demands that interests of all stakeholders be considered even if it reduces company profitability. In other words, under the share- Has There Always Been a Dispute? holder theory, nonshareholders can be viewed as “means” to the As many observers have pointed out, the stakeholder view does “ends” of profitability; under the stakeholder theory, the interests have a historical tradition in the U.S. economic system. Histori- of many nonshareholders are also viewed as “ends.”7 cally, argued John Cassidy in the New Yorker, “Many chief execu- Unfortunately, shareholder theory is often misrepresented in tives saw their main task as overseeing the welfare of their several ways. First, it is sometimes misstated as urging managers to employees and customers. As long as the firm made a decent “do anything you can to make a profit,” even though the share- profit every year and raised the dividend it paid its stockholders, holder theory obligates managers to increase profits only through this was considered good enough.”11 But it is also clear that, in the legal, nondeceptive means.8 Second, some criticize the shareholder past two decades, expectations have shifted, driven by two forces. theory as geared toward short-term profit maximization at the One force was the pointed arguments of free-market econo- expense of the long run. However, more thoughtful shareholder mists. In a widely cited 1970 article, Milton Friedman argued theorists often refer to a need for “enlightened self-interest,” which that the fundamental obligation of managers is to return — if embraced — would lead a profits to shareholders — not to invest corporate funds in corporation’s managers to take a endeavors that they find socially beneficial but that reduce long-term orientation. Third, it is shareholders’ returns.12 In 1976, Michael Jensen and William sometimes claimed that the share- Meckling explored the notion of “principal-agent” conflicts, holder theory prohibits giving arguing that executives often fail to maximize profits unless the corporate funds to things such as shareholders invested their time and money in creating appro- charitable projects or investing in priate incentives to do so and monitored the resulting behav- improved employee morale. In ior.13 That suggestion, and others that followed, heightened fact, however, the shareholder the- Some criticize investor awareness that many managers might not be maximiz- ory supports those efforts — inso- ing profits. far as those initiatives are, in the shareholder Second, and probably related to the growth of the “principal- end, the best investments of capi- agent” arguments, many corporate raiders during the 1980s tal that are available.9 theory as geared bought stock of companies they considered undervalued, jetti- Similarly, the stakeholder the- soned the existing management and often dismantled the com- ory is sometimes misunderstood. toward short-term panies. There is scant evidence that such takeovers (sometimes It is sometimes claimed that profit. However, subsumed under the rubric of “market discipline”) lead to long- the stakeholder theory does not term gains for those who finance them. However, the prospect of demand that a company focus more thoughtful such takeovers seemed to have made it, for a time, more danger- on profitability. Even though ous for executives to acknowledge publicly anything other than the stakeholder theory’s ultimate shareholder the shareholder theory14 or to behave in any fashion that could objective is the concern’s contin- theorists refer suggest a nonoptimal return to shareholders.15 ued existence, it must be achieved To be sure, many would prefer that the shareholder-stake- by balancing the interests of all to a need for holder dispute simply go away. In particular, many shareholder stakeholders, including the share- theory advocates are quick to claim that the theories actually con- holders, whose interests are usu- “enlightened verge, that our society’s norms clearly favor the shareholder the- ally addressed through profits. ory or that market forces and the law leave one no choice but to Also, because many stake- self-interest.” embrace that theory. However, none of these assertions can with- holder theory descriptions pro- stand logical scrutiny. 86 MIT SLOAN MANAGEMENT REVIEW SUMMER 2003 First, consider the assertion that the theories converge — that dence that public perceptions may not comport with those of if managers take care of the stakeholders, they will wind up max- economists and the financial community. imizing profits and shareholder returns in the long run. In that Perhaps the most telling data regarding perceived societal vein, one thoughtful treatise recently argued that stakeholder norms are found in a long-term research study, in which relationships are not a “zero-sum game” (that is, anything gained researchers surveyed 15,000 managers from various countries by employees comes out of the pockets of investors or customers) selected “from the ‘upper-middle’ ranks of management”to attend but a mutually reinforcing, interactive network.16 However, that international management seminars over an eight-year period. is clearly not the case in all situations. The researchers asked the managers whether they thought the Consider a business with many long-term employees that has majority
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