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Alternative Ownership Approaches for Corporate Accountability

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In yesterday's thread, there was some good discussion on corporate accountability, but I want to more explicitly emphasize that not only are alternatives to traditional private shareholder ownership possible, but that they regularly are used in our economy and in other countries' economies -- and that solving many of the current problems of corporate accountability could be solved by extending them. They range from direct government ownership to variants on government equity stakes to creation of non-profit governance structures to employee ownership.

Let's start with the varieties of government ownership:

Full Government Ownership:: Most of the education sector, many public hospitals and our medical insurance systems for the poor and elderly, most of our roads, our parks and a range of other services are run completely by government-run entities.   Many local governments own their public utilities, water systems and other infrastructure.  We should be looking at more sectors facing corporate accountability problems and asking whether those functions make sense under private ownership.   Are the tensions between profits and promoting affordably home ownership too great to be left to private profit decision-making?  If so, that's an argument for leaving Fannie Mae/Mac under public ownership for the long-term.  Many of the industries that key US industries compete against are owned by their governments, which often helps steer them towards public goals such as energy efficiency and stronger workers rights. 

Government Equity Stakes:  Short of complete government ownership, when the government takes a significant equity stake, they can enforce many public standards just by being a large or dominant shareholder.  That is part of the theory of a number of the bailouts moving forward currently, including the auto bailout, but the problem is that many are operating on short timelines of accountability, instead of using those equity stakes to assume long-term government involvement to promote the long-term changes many of our financial and industrial sectors need.    This is actually not radically new-- state-run pension funds such as CalPERS have been using their equity stakes for years to demand greater corporate accountability at board meetings for years.   One argument for the federal government maintaining ownership of some parts of the financial sector is that in turn will allow it to exert direct accountability on a far greater number of corporations through such partial equity stakes.

Non-Profit Ownership:  This is not direct government accountability, but the idea is to eliminate decision-making tied only to shareholder interests in favor of the interests of the public defined by the shape of a board of directors often reflecting various stakeholders in a community, region or country.   The federal government often allows some critical public functions to be performed by non-profits funded at least in part by the government as a way to concentrate accountability among specific stakeholders.  This occurs most prominently in health care but extends to a number of other social, political and artistic functions as well.  There are emerging economic examples as well-- one example are the network of what are called Community Development Banks and Community Venture Capital Funds, all designed to increase capital access in communities often starved of the financial capital needed to revive local businesses. The Social Investment Forum highlights the quiet revolution as the assets of community investment institutions have grown from $4 billion in 1995 to $19.6 billion in 2005, a growth of 388 percent in a decade.

Employee Ownership:  Not tremendously common in the United States, there are a number of firms owned by their employees, largely through the Employee Stock Ownership Plan system -- which has tended to give equity ownership without actual control to employees.  But there are some significant sized firms under such plans.  Probably, the favorite example of actually empowered employee ownership is the Mondragon system of interlocked cooperatives in Spain, which involves 96,000 employee-owners managing 27 billion in Euros ($37.8 billion in dollars) involving everything from automotive to machine tools to retail firms.  Part of the idea is that employees inherently have a longer time horizon, so are less likely to sacrifice the long-term viability of a firm for short-term profits and, as members of the community, have a stake in social responsibility that distant shareholders will not have. 

There are obviously variations on all these models, with different degrees of hybrids between them, but the broader point is that the current, sometimes sterile debate on "bailouts" should instead by talking about using those injections of public funds to discuss transformation of industries into new corporate forms with different public stakeholders, from the government itself to community stakeholders to employees, taking permanent positions on their boards to permanently replace private shareholders as the only ones with a direct governance role over management.  The question is not just what the short-term plan for economic recovery for firms should be but the longer-term plan for how we change their governance so that a similar mistake is not repeated in the future.


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This doesn't change the reality of market distortions, just the source. Today it's money, your ideas will make it politics. Prime examples are Zimbabwe and Venezuela. There, political relationships determine where resources go, not price.
Even Sweden is moving toward privatisation.

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The question is whose market distortions do we want?

People whose names we know and can vote out of office? Or people who are all but nameless and hidden from responsibility by the corporate veil?

Until we reconnect personal responsibility with the power of corporate leadership, the market distortions we have are a serious challenge and will get even worse.

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Even Sweden is moving toward privatisation.

Because (what is, by Swedish standards) the right wing is in power now, and privatization is temporarily in vogue, to some degree. Of course, now that the gods of private capital have puked in the punchbowl, their welcome may start to wear pretty badly.

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Thanks for following up on the prior posting. I have seen first hand some problems with non-profits and I think if this sector is going to expand these will need to be addressed.

The most serious is that most such organizations have self-perpetuating boards. Even when there are "elections" there is usually only one slate of candidates or alternative nominations are made so difficult that they are rare and tend not to get significant support. I know of several cases where the CEO stacked the board and then proceeded to take the organization in the wrong direction. One case (a university) required law suits and intervention by the state to right things.

Employee owned firms have a mixed history. Some have worked well in Europe, but not so much in the US. The problem seems to be that American workers aren't really interested in managing and/or don't have the skills. So they end up as nominal owners just like regular publicly owned firms. Workers also can become just as shortsighted as management and be risk averse or unwilling to change with the times. The UAW was resistant to product change in Detroit almost as much as was management.

Government owned firms also have governance issues. Famous cases included the poorly managed public transit systems in NY and Boston, for example. Especially with the quasi-governmental agencies the directors are usually political appointees and they raise their own funds independent of the legislative budget process. Once again there is no feedback mechanism from the public.

Getting democracy into public and private institutions seems to be the stumbling block. Just changing their funding sources and profit motivation won't be sufficient. I don't have any ideas off the top of my head, but somehow the public has to become direct stakeholders.

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RDF's posts in this and the last thread are both excellent.

Corruption fuels this discussion. And we should be anticipating the types of corruption that could arise to foil institutional reforms.

Corruption won't disappear whether the private sector is egalitarian or authoritarian.

One key problem is giving corporations legal person status. They had that status before our president-elect's ancestors could have had it in this country. It's time to take that legal power away from corporations and other artificial entities. And that also goes for professional corporations. The point of this would be to re-introduce personal responsiveness and responsibility between participants in the economy.

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Continuation:

Only when personal responsibility returns will all of the artificial-sided (anti-individual) tort protections make sense. Individuals (human beings) all want the same protection and the same rights. Giving it to them simplifies conflict resolution among people.

Competition and conflict occurs between people. Corruption and conspiracies to defraud are human behaviors. Corporate legal person status is much like the seeming anonymity of cars on the open road. People treat each other differently and act differently toward each other in them.

Corporations, whether for profit or non-profit in purpose, should become functional chattels with tangible and intangible parts. The competitors are the people who own these chattels, and those owning other chattels. In a limited sense, there is also competition between corporations and individual human beings in the bargaining and conflict resolution processes.

Freer competition with clearer and more specific personal accountability will decrease the amount of litigation spawned from uncertainty, distrust and mechanical barriers to people trying to get honest answers and fair treatment without lawyers having to get involved.

And all of that rests in an old ethos that worked pretty well when people lived locally and had to eat, play, pray, work and vote side by side with people they know. Small town businesses have to treat their neighbors respectfully if they're going to make it in town.

Perhaps the Net plus the removal of some of the barriers to personal responsiveness and problem solving will help. However, not unless people in general rediscover their associative gatherings to improve themselves ethically, morally and if so desired, spiritually. We should be pulling for each other in this area, but instead, the public partisan discourse has become one in which mutual accusation, judgment and bomb throwing is the norm. We are of course free to choose either path: constructive or destructive.

It is especially important that people with power, such as President-elect Obama, encourage and exemplify such efforts among us. Lack of character in our leaders has something to do with driven, self-oriented egotism motivating people to "go get" all they can. However, it also has to do with a culture of partisanship that has two parties continually rejecting the other parties sources of wisdom. One wing flying makes the bird go in circles. That's hardly the soaring eagle of the American dream.

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I'd like to same something related to this: the loss of shame in the public space.

Even without personhood, corporations have removed the connection between individual actions and responsibility. The basic concept of the limited liability firm was to shield investors from the adverse consequences of their actions.

If their firm, for example, caused harm, the limits of redress are restricted to the amount invested. Firms frequently make use of this by declaring bankruptcy to shield even this amount from claimants. The asbestos settlements are a good case.

Once the idea that investors were immune to prosecution became the norm it was a short step to the understanding that management should be immune as well. So we now have the most common situation where a firm does something illegal and pays a fine, but those who authorized or managed the activity suffer no punishment. The fine is extracted from the profits owed to the nominal owners - the stockholder, even though they had no control over the actions of the firm.

We have gone so far now that those who sanction misdeeds aren't even publicly shamed for their acts. Perhaps we need to bring back a modern version of the dock. I'm not suggesting putting Robert Rubin into a dock on Wall Street, but how about if he were required to work at a public defender's office helping those battling economic ruin brought on by the policies of his bank.

Wearing a sign that said: "I'm responsible for you losing your home" for a few months in public would be nice too.

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Here's a little story about how corporate accountability has changed since Reaganism became our dominant political paradigm.

Back in 1994 I was working in the PR and marketing department of one of the Big Six accounting firms. At that time, the companies were all partnerships, which meant the owners (the partners) were personally liable for any mistakes the firms made in auditing their clients' books. Well the partners were terrified because they had screwed up in the S&L crisis and now many were in danger of losing their big homes in Fairfield County.

So quietly, the Big Six all (on the same day, if I remember right) changed their ownership status from partnership to Limited Liability Company. Instantly, partners' private assets were protected from lawsuits brought by angry shareholders. I remember the day vividly. Before the announcement the entire PR department was braced for a loud and angry reaction from the public, the press, and politicians. All the rapid-response teams were in place. Press releases were prepared. A whole media blitz was lined up and ready to launch.

Imagine the shock when the announcement came and went with hardly a word mentioned in the press or anywhere else. It was as if nobody noticed what every accounting firm knew was a tremendously significant change in the process of holding the auditors of public companies accountable for fairly and honestly reviewing the books. A huge sigh of relief was exhaled and the auditing firms, now free from personal liability for their actions, expanded their consulting operations and began helping firms like Enron figure out creative ways to bilk the shareholders.

Personal liability for their mistakes may not have been a perfect check on auditors' malfeasance. But it certainly had a sobering effect on any auditor who was tempted to push the limits too far. Personal liability for executives does work. It used to exist, at least in some businesses. Why has it gone away? Weren't the Republicans all about "personal responsibility?" Or was that only for the little people?

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We cannot forget the partnership model of ownership. The investment banks lasted as partnerships for hundreds of years. The first to convert to the equity shareholder model was Salomon Brothers in the late 1980s; barely a quarter-century later and all of the investment banks are gone from the scene - either drowned in bankruptcy like Lehman Brothers, escorted as acquisition targets into the hands of commercial banks (like Salomon was, along with Bear Stearns and Merril Lynch) or transforming themselves into the safety provided by the Federal Reserve into commercial banks themselves (Goldman Sachs and Morgan Stanley).

Partnerships have a greater exposure to and resultant understanding of liability. Note too that Arthur Andersen lasted through the Great Depression as a partnership but less than a decade as a public company.

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Secrecy needs to be outlawed. Corporations, especially so-called private enities, need to be required to have their books open. There has been a lot of economic manipulation that took place behind the scenes by funds and such. Sunshine laws work for honest government and they will work for honest corporations. Of course the MSM needs to be shamed when it acts as a corporate cheer leader instead of the 5th estate.

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