« How Obama Can Succeed in the Next Hundred Days and Beyond | Robert Reich's Blog | The Auto Bailout Is Going Off the Road »

Will Ken Lewis Get Canned, and Will Americans Have a Say in the Corporations We Now Own?


I don't know whether Bank of America shareholders will oust Ken Lewis from his chairmanship this week. I don't know if Treasury Secretary Timothy Geithner will eventually do it, either. What really worries me is I don't know who would actually be responsible for doing the deed, or by what criteria.

When it comes to keeping top corporate executives in line we usually entrust the job to shareholders -- or, as a practical matter, boards of directors that are supposed to represent shareholders' interests. When it comes to keeping top public servants in line we generally trust voters -- or, as a practical matter, the elected officials who represent them. But when, as now, the public has committed large amounts of its money to particular companies in the private sector, we're in a quandary.

The $45 billion we've sent to the Bank of America should give the public some say over whether Mr. Lewis remains in his job because he is now accountable to us as well as to his shareholders. But to which group should he be more accountable?

And: Is Mr. Lewis's main job still to make money for his shareholders, or does he now have a higher public responsibility to lend more money to Main Street? Was that public responsibility also paramount last fall when Federal Reserve Chief Ben Bernanke and Treasury Secretary Hank Paulson told Mr. Lewis to proceed with the Merrill-Lynch merger -- and when, according to Mr. Lewis's sworn testimony, he believed they didn't want him to disclose Merrill-Lynch's financial losses to B of A shareholders or anyone else?

It's not even clear who represents us as members of the public. Next month, AIG holds its annual shareholders meeting. Are you attending?

Maybe you should. The $170 billion we've committed to AIG so far amounts to nearly 80% of its shares. Some private shareholders are pushing for a vote to oust an AIG board member and to further restrict executive pay. But these dissident shareholders represent only a slice of the 20% of AIG's private owners.

AIG has three public trustees, each of whom is being paid $100,000 a year. Should they vote with the dissidents? There's no way to know, because the public trustees have no charter or mission statement to guide them, and they don't seem to report to anyone, either.

The question of public representation keeps growing. Now that our loans to Citigroup have been turned into common stock, you and I and other members of the public are poised to become Citigroup's biggest shareholder, holding about 36% of its voting shares. But who represents us, and how should they vote?

The Obama administration apparently wants to do more of these debt-for-equity swaps. They're a means to get more capital to the banks without returning to Congress to ask for more money -- which Congress would be very reluctant to provide. But the swaps also expose the public to more risk. At least loans have to be repaid.

Share prices, as we've seen, sometimes go down. Yet without a means for representing the public's interest in the governance system of these banks, we can only rely on the Treasury secretary to keep a watchful eye over the ongoing decisions of every bank. That's unrealistic.

Even if our public interests were being represented, it's not clear exactly what they are beyond getting repaid or possibly making a bit of a profit. Presumably taxpayer dollars are being committed because of some larger public purpose. Yet companies are designed to make profits, not to fulfill public responsibilities.

Suppose the government, representing the public, instructs the Wall Street banks it now controls to lend more money to Main Street. But top bank executives believe they can better raise share prices by using the money for new investments, bigger dividends, or to lure and retain "talent?" The executives have a duty to do what the government tells them to do, but they have an even larger fiduciary responsibility to their shareholders to raise share prices.

Suppose the government instructs AIG to clean up its balance sheet, but AIG's executives think they can make more money by inventing new off-balance-sheet derivatives? The executives' primary job is to make money for their shareholders. The fact that the public now owns 80% of AIG doesn't change that.

Suppose we tell General Motors Corp. -- about to become partly ours -- to shift its fleet to more fuel-efficient cars. Yet its executives know that as long as gas prices are low, Americans remain infatuated with highly profitable SUVs and pickup trucks? GM executives would have a perfect right, if not a duty, to disregard what we as citizens tell them to do in favor of what shareholders want them to do.

Democratic capitalism entails two systems by which people with significant power are held accountable. One is capitalism, by which companies and their executives are accountable to the market. The other is democracy, by which public agencies and their leaders are accountable to voters. Americans may disagree about how much we want of one or the other, but most people understand we need both systems of accountability. When we confuse the two, we run the danger that people with great power may escape accountability altogether.

That's the problem right now. Bank of America's Ken Lewis is fully accountable to no one. AIG's public trustees have no charter or public mission to guide them. GM is trying to satisfy the Treasury and its shareholders simultaneously, and is doing neither very well. Even as the public takes larger ownership stakes in big Wall Street banks, the public has no systematic means of expressing its growing interest, whatever it is.

Perhaps government had no business meddling in the private sector to begin with. AIG, the big banks and the auto companies should have been forced to work out their problems with their creditors, or else be put into temporary receivership until their profitable units or nonperforming loans could be sold off. Perhaps any company that's judged too big to fail is too big, period. Antitrust laws should have been used to break these giants up before they got so big.

These arguments may be relevant to the recent past and possibly to the future, but they're beside the point right now. The immediate challenge is to sort out public from private responsibilities and to create clearer lines of accountability.

At the least, when government takes an ownership stake in a company, the pubic should be represented on that companies' board of directors in direct proportion to the size of its stake. Those public directors should be appointed by the president. In exercising their oversight function, they should seek guidance from the president and his top economic officials. And their votes on critical issues before the board -- such as whether to fire Ken Lewis -- should be made public.


8 Comments

| Leave a comment
user-pic

If there is ANY evidence that the "magical" market forces do NOT self-regulate, this would be the time to revisit that theory and put it away for good. Where was the concern for profits when all this was falling apart? How did these guys get so far into the company without someone saying, "Gee, that CEO's making millions, but that money should go to the shareholders, or back into the company?" Or, well, no one would ever say this in the press unless they were some kind of union member, "That money could have raised people's wages."

The exhorbitant salaries are simply an example of organized crime, although no laws were broken. Of course, that is completely agreeable to the free marketeers anyway, because they despise that there were ever any laws in the first place.

user-pic

"Perhaps government had no business meddling in the private sector to begin with. "

Let's remember that the Fed (Federal Reserve) led the way in "rescuing" companies. The notion of systemic risk was likely overplayed to sell "expedient" courses of action.

The Feds (Treasury et al) should not "meddle" but they do have proper roles to play in public markets for private-sector businesses. The "rescuing" part is very much open to question.

And let's be clear, "too big to fail" is a misnomer, the issue is "too big to be allowed to fail" is a more accurate statement for the notion which gets bandied about a lot.


user-pic

Ken Lewis' problem is that he remained to much a regional banker from the old Nations Banks, and didn't shift his style to match his new position as the head of one of the United States' premier institutions of global finance. Once he became involved with Merrill Lynch, his new role demanded that he dance to whatever tune was being played by the New York Fed and by the US Treasury and keep his mouth shut about it.

user-pic

Quandary? I say for progressives there should be no quandary at all. Have GM make more fuel-efficient (and some hydrogen powered) vehicles NOW, and have B of A and others lend more to Main St. Their "profit-maximizing" approaches obviously tanked, and these might be more market friendly than their alternatives anyway.

These demands should be part of a unified progressive alternative economic plan (which need not be so specific so that, say, Krugman and Reich couldn't both agree to it easily), and once again, I urge progressive-leaning economists and other progressive pros to get together and try to hammer out at least a draft. I also urge Robert Reich to answer this suggestion. Under what circumstances would he consider pursuing such a coordinated approach, which with progressives uniting behind it, could really IMPACT the Obama Administration, rather than just being various pundits expressing views?

RSVP

user-pic

Agree, Geithner is taking the 'expedient' route.

In a capitalist system, a private company that is 'too big to fail' is too big to exist. Free market principles do not include the taxpayer keeping bankrupt corporations on life support forever.

user-pic

The issues involved in the financial debacle are an incomprehensible tangle for those of us who are not economists. A tip of the hat to you Robert Reich for your clear writing; it suggests that you might actually be able to think. Thank you. In light of the total irresponsibility of the managers of the unrestrained market, the government should have a huge say in how the rescued banks and companies do business. The executives skimming millions for themselves were fact thieves who should do hard time in the joint along with armed robbers and murderers packing huge, eager tools between their legs.

user-pic

"The $45 billion we've sent to the Bank of America should give the public some say over whether Mr. Lewis remains in his job because he is now accountable to us as well as to his shareholders."

-it should also keep BoA from raising interest rates on people -defacto - by integer multiples on a whim (which, in my opinion, smacks a bit of usury).

user-pic

The problem with maximizing share value as a focus of corporate duty is pointed out well my Marx in his assessment of the monetary system. Here we have the conditions that make for a great example - there is a flaw in the principle assumption of capitalism as rational.

To lend to Main Street may increase the wealth of the nation and in turn the worth of BoA, but there is no way to demonstrate that on a balance sheet. Perhaps there is just a weakness of Mr. Lewis in attempt to quickly return to a share-price of $40 to overlook or ignore the long-term view or could it be that our system indeed is in need of tweaking.

Leave a comment

Robert Reich

user-pic

Following:
Followers: 204

Posts
Comments & Recommends


Favorites

All Reader Posts
How to use myTPM

Advertise Liberally
Share
Close Social Web Email

"To" Email Address

Your Name

Your Email Address