Pathway To Employment

SUMMER 2003./The Shareholdersvs. StakeholdersDebate+:AG?B377@>:3D7:A>G7AFD;H7DH:8F@U;5F;@F7D7E>>EF3=7:A>67DG;63@3AG@>AD;@F>KI:335:7AD@7E@P3KVol. 44, No. 4Reprint #44411http://mitsmr.com/1g2ZmLjhe stakeholder theorists smell blood.Scandals at Enron,Global Crossing, ImClone,Tyco International and WorldCom,concerns about the inde- pendence ofaccountants 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 ofshareholder supremacy.Many observers have claimed that these scandals serve as evidence ofthe failure ofthe share- holder theory that managers primarily have a duty to maximize shareholder returns and the victory of stakeholder theory, which says that a manager sduty is to balance the shareholders financial interests against the interests of other stakeholders such as employees,customers and the local community, even ifit reduces shareholder returns.Before attempting to declare a victor, however,it is helpful to consider what the two theories actually say and what they do not say. Both the shareholder 1and stakeholder theories are normative theories of corporate social responsibility,dictating what a corporation s role ought to be. By extension,they can also be seen as normative theories ofbusiness ethics, since executives and managers ofa corporation should make decisions according to the right theory.Unfortunately,the two theories are very much at odds regarding what is right. Shareholder theory asserts that shareholders advance capital to a com- pany s managers,who are supposed to spend corporate funds only in ways that have been authorized by the shareholders.As Milton Friedman wrote, There is one and only one social responsibility ofbusiness to use its resources and engage in activities designed to increase its profits so long as it engages in open and free competition,without deception or fraud. 2On the other hand,stakeholder theory 3asserts that managers have a duty 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- aries and/or risk bearers. 4Although 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 jeff.smith@mba.wfu.edu. to shareholders,customers,employees,suppliers and the local community. 5According to the stakeholder theory,managers are agents ofallstakeholders and have two responsibilities:to ensure that the ethical rights ofno stakeholder are violated 6andto balance the legitimate interests ofthe stakeholders when making decisions.The objective is to balance profit maximiza- tion with the long-term ability ofthe corporation to remain a going concern. The fundamental distinction is that the stakeholder theory demands that interests of allstakeholders be considered even ifit reduces company profitability. In other words,under the share- holder theory,nonshareholders can be viewed as meansto the endsofprofitability;under the stakeholder theory,the interests ofmany nonshareholders are also viewed as ends.7Unfortunately,shareholder theory is often misrepresented in several ways.First,it is sometimes misstated as urging managers to do anything you can to make a profit, even though the share- holder theory obligates managers to increase profits only through legal,nondeceptive means. 8Second,some criticize the shareholder theory as geared toward short-term profit maximization at the expense ofthe long run.However,more thoughtful shareholder theorists often refer to a need for enlightened self-interest, which ifembraced would lead a corporation s managers to take a long-term orientation.Third,it is sometimes claimed that the share- holder theory prohibits giving corporate funds to things such as charitable projects or investing in improved employee morale.In fact,however,the shareholder the- ory supports those efforts inso-far as those initiatives are,in the end,the best investments ofcapi- tal that are available. 9Similarly,the stakeholder the- ory is sometimes misunderstood. It is sometimes claimed that the stakeholder theory does not demand that a company focus on profitability.Even though the stakeholder theory s ultimate objective is the concern s contin- ued existence,it must be achieved by balancing the interests ofall stakeholders, including the share- holders,whose interests are usu- ally addressed through profits. Also,because many stake- holder theory descriptions pro- vide no formula for adjudicating among the stakeholders dis-parate interests,some have claimed that the theory cannot be implemented.While it is true that some versions ofthe theory provide no guidance in this regard,many stakeholder theorists have provided algorithms for trade-offs among stakeholders interests.For example,one might assess the level ofrisk that each stakeholder has embraced and rank their interests accordingly,or one might simply assert that one stakeholder group s interests should always prevail,as Richard Ellsworth has recently argued. 10Has There Always Been a Dispute?As many observers have pointed out,the stakeholder view does have a historical tradition in the U.S.economic system.Histori- cally,argued John Cassidy in the New Yorker, Many chiefexecu- tives saw their main task as overseeing the welfare oftheir employees and customers.As long as the firm made a decent profit every year and raised the dividend it paid its stockholders, this was considered good enough. 11But it is also clear that,in the past two decades,expectations have shifted,driven by two forces. One force was the pointed arguments offree-market econo- mists.In a widely cited 1970 article,Milton Friedman argued that the fundamental obligation ofmanagers is to return profits to shareholders not to invest corporate funds in endeavors that they find socially beneficial but that reduce shareholders returns. 12In 1976,Michael Jensen and William Meckling explored the notion of principal-agent conflicts, arguing that executives often fail to maximize profits unless the shareholders invested their time and money in creating appro- priate incentives to do so and monitored the resulting behav- ior. 13That suggestion,and others that followed,heightened investor awareness that many managers might not be maximiz- ing profits. Second,and probably related to the growth ofthe principal- agentarguments,many corporate raiders during the 1980s bought stock ofcompanies they considered undervalued,jetti- soned the existing management and often dismantled the com- panies.There is scant evidence that such takeovers (sometimes subsumed under the rubric of market discipline ) lead to long- term gains for those who finance them.However,the prospect of such takeovers seemed to have made it,for a time,more danger- ous for executives to acknowledge publicly anything other than the shareholder theory 14or to behave in any fashion that could suggest a nonoptimal return to shareholders. 15To be sure,many would prefer that the shareholder-stake- holder dispute simply go away.In particular,many shareholder theory advocates are quick to claim that the theories actually con- verge,that our society s norms clearly favor the shareholder the- ory or that market forces and the law leave one no choice but to embrace that theory.However,none ofthese assertions can with- stand logical scrutiny. Some criticizeshareholder theory as geared toward short-term profit. However, more thoughtful shareholder theorists refer to a need for enlightened self-interest. First,consider the assertion that the theories converge thatifmanagers take care ofthe stakeholders,they will wind up max- imizing profits and shareholder returns in the long run.In that vein,one thoughtful treatise recently argued that stakeholder relationships are not a zero-sum game (that is,anything gained by employees comes out ofthe pockets ofinvestors or customers) but a mutually reinforcing,interactive network. 16However,that is clearly not the case in all situations.Consider a business with many long-term employees that has manufactured its products for more than 30 years in a small Mid- western town.Those products have been sold in many foreign markets but for the past 10 years,not in the United States.Its executives have recently concluded that they can no longer afford to manufacture the products domestically,and the most cost- effective solution is to outsource the manufacturing to another country.The shareholder theory would support closing the plant and would direct the executives to provide only what the law requires to the community and the employees,since there is little possibility ofa backlash against the company due to a plant clos- ing (because the products are solely for export).To expend any corporate funds on retraining affected employees or on contri- butions to the community would be a waste ofshareholders money,since the investments would never be returned.However, the stakeholder theory would infer a normative obligation to both the community and the employees;while it might not demand that the company continue to operate the plant,it would expect some attempt to retrain the employees,help the community attract new industry and so on.Obviously,these efforts would reduce the concern s profitability,but the stakeholder theory would not support a cut and run approach to the situation. That example and many others like it show that reasonable applications ofthe theories will sometimes yield different nor- mative obligations on managers parts.To claim that the theories converge requires that one assume that actions in favor ofstake- holders ultimately resonate positively to the bottom line and/or actions against stakeholders are eventually punished on the bot- tom line.In many cases,though,the linkage between such actions and the profit and loss statement is either nonexistent or so indi- rect as to strain credulity.The stakeholder theory demands that stakeholder interests be considered as an end in themselves. Ifstakeholder interests are being considered only as a means to theend ofprofitability, then managers are using stakeholders to effect the results dictated by the shareholder theory.These are two very different concepts. Second,consider the assertion that U.S.society s norms clearly align with the shareholder theory.To be sure,most U.S.econo- mists and those closely associated with the financial markets accept the shareholder theory s premises unquestionably,and the nations business schools have seemingly embraced the share- holder mantra.However,it is startling to note that there is evi- dence that public perceptions may not comport with those of economists and the financial community. Perhaps the most telling data regarding perceived societal norms are found in a long-term research study,in which researchers surveyed 15,000 managers from various countries selected from the upper-middle ranks ofmanagement to attend international management seminars over an eight-year period. The researchers asked the managers whether they thought the majority oftheir fellow citizens felt that a company s only goal wasprofit,or ifthey thought that companies were also responsible for the well-being ofvarious stakeholders.(Note that the study did not ask the managers about their own views on the question.) Interestingly,40% ofU.S.managers chose the former response the highest percentage ofany country in the study. 17It seems likely that these managerial perceptions represent solid evidence ofa disconnection between the views offree-market economists and those ofthe rest ofthe general population. Finally,consider the assertion that companies have no choice but to follow the shareholder theory,on the basis oflaw and mar- ket forces.Although some people claim that U.S.law respects the supremacy ofshareholder interests (and,therefore,that a con- cern s directors are liable for any decisions that go against such interests),analysis oflegal statutes does not,in the main,support that assertion.Jay Lorsch states that two principles form the nexus ofdirectors legal responsi- bilities:a duty ofcare and a duty of loyalty. The duty ofcare simply means that directors should gather necessary information before making decisions;the duty ofloyalty means that directors should be careful to act appropri- ately when there are conflicts of interest. 18As noted by Richard Ellsworth, As long as directors fulfill their dual duties ofcare and loyalty,courts do not challenge their decisions,19even ifthey are made according to the stake- holder theory.More specifically, in at least 38 states,there are now stakeholder laws,which permit (or even require) directors to consider the impact oftheir actions on constituencies other than shareholders. 20In addition, courts in Delaware where the majority oflarge U.S.corporations Although it is often claimed that U.S. law respects the supremacy of shareholder interests, analysis of legal statutes does not, in the main, support that assertion. are incorporated and where laws are largely consistent with the shareholder theory have begun to liberalize their interpretation ofthe state s laws. 21Indeed,pro- fessors Margaret Blair ofGeorge- town University Law Center and Lynn Stout ofthe University of California at Los Angeles have recently concluded that,legally speaking,a board ofdirectors in the United States is not a police- man employed by shareholders but a neutral umpire for all involved. 22According to Blair, We have a director primacy model in this country,not a shareholder primacy model. 23But even ifthe law cannot be counted on to enforce the share- holder theory,economic forces,it is claimed,will drive managers to embrace it.One obvious way in which this can be done is for the board ofdirectors to dismiss senior executives who do not maximize profitability.However, research indicates that the forced departure ofexecutives who do not maximize profits is by no means assured,showing it to be more likely when there is an out- sider-dominated rather than an insider-dominated board. 24Theprobability ofsuch dismissal differs over time for an executive: For a similarly weak performance,a CEO is two to three times more likely to be dismissed during the first four years on the job or after having been on the job 10 years or more than in the period in between. 25In short,one can hardly count on the thesis that states that the board ofdirectors will remove non-profit- maximizing managersto hold uniformly. However,based on economic theory,there is still a way in which managers who do not maximize profits,and whose boards do not remove them,will wind up unemployed:The company s underperformance will be noted in the marketplace, the company will be subjected to a hostile takeover,and the board and the managers will be replaced.Some have argued that the large number ofmergers and acquisitions in the late 1990s provides evidence that this assumption is accurate.How- ever,the bulk ofthese M&As were not grounded in removal of existing managers due to suboptimal profitability,as would normally be the case in hostile takeovers.The fact that there are many M&As (or,for that matter,hostile takeovers) does not,in and ofitself,tell us whether the disciplinary market control is working. In fact,a seminal study by Julian Franks and Colin Mayer con- cluded that we cannot rely on hostile takeovers to perform such a disciplinary function.They noted that high bid premiums are associated with hostile bids,but found no evidence that these bids are driven by management s delivery ofsuboptimal profits relative to others in the same industry. 26Ofcourse,one can never know exactly how far below the maximal profit threshold a com- pany is performing (after all,it is possible that allthe businessesin an industry could be suboptimizing).But since Franks and Mayer found that hostile bidders do not even distinguish signifi- cantly between the companies within an industry,we should view predictions that the market will punish managers who do not fol- low the shareholder theory more as a statement ofreligious con- viction than as an empirical observation that has withstood rigorous scrutiny. In sum,despite the attempt by some observers to make the dispute go away, the facts remain that the theories demand very different things;that perceptions ofU.S.norms across the broad society are likely more suggestive ofa stakeholder than ofa shareholder orientation;and that neither legal nor marketplace mechanisms can be relied on to enforce the shareholder theory in a uniform fashion.Therefore,the dispute seems to be with us for the time being and the suggestions that recent financial scandals prove the failure ofthe shareholder theory deserve careful scrutiny before they can be accepted. Whither the Shareholder Theory? The year 2002 saw a good deal ofcorporate executive behavior that was at best disruptive to the free flow ofcommerce and,at worst,illegal.Few would dispute that such behavior should be discouraged rather than rewarded.The real question,ofcourse,is whether the shareholder theory prescribes,and therefore rewards,behaviors that are actually detrimental to society. Many ofthe more strident critics ofshareholder theory seem to claim that as executives are charged with maximizing shareholder value and are given large incentives to do so through stock options or other schema,they will respond by embracing whatever manipulations are necessary to achieve that goal.It is further suggested that ifthose manipulations include setting up illegal partnerships and then shredding incriminating evidence,shareholder theory will encourage the behavior,as long as the executives do not get caught.Since society deems these behaviors reprehensible and since it is sug- gested that the shareholder theory drove executives to behave that way,these commentators conclude that the theory is bank- rupt and must be jettisoned. The argument relies,however,on an incomplete and some- what misrepresentative interpretation ofthe shareholder theory. The year 2002 saw corporate executive behavior that was at best disruptive and, at worst, illegal. The real question, of course, is whether the shareholder theory prescribes and rewards this. First,while the mantra ofmaxi- mizing shareholder value was indeed chanted by many in the economic and financial commu- nities in the late 1990s until the scandals hit in 2002,it is not at all clear that such a goal is completely consistent with the intent ofthe shareholder theory.It must be remembered that shareholders get a return from their invested capi- tal in two different ways:through dividends paid out by the corpo- ration and through increased share prices.Ifwe return to the most often cited and most accessi- ble statement ofthe shareholder theory,Milton Friedman s 1970essay The Social Responsibility of Business Is To Increase Its Prof- its,it becomes apparent that the shareholder theory spoke more to increasing dividends through profitability than to increasing share price in a (possibly irra- tional) stock market.Yet those who criticize the mantra ofmaxi- mized shareholder value seem to be most disturbed by the recent fixation on market returns,which the theory never viewed as the primary end state to begin with. Second,the argument seems to suggest that the shareholder theory prescribes any action in pursuit ofshareholder returns. But the theory clearly dictates that the pursuit ofprofits should be done legally and without deception,and there is little wiggle room for the kinds ofovertly illegal behavior alleged in many recent financial scandals.Thus,the executives who broke the law were notoperating according to the shareholder theory. Third,it must be remembered that many ofthe executives undertook actions that,from all outward appearances,were more for their own benefit than for that ofthe shareholders.For exam- ple,Enron Corp.CFO Andrew Fastow,who created a partnership that was bankrolled with Enron stock and populated with very risky ventures, stood to make millions quickly,in fees and prof- its,even ifEnron lost money on the deal, according to the Wash- ington Post.Actually,Enron lost more than $500 million from these initiatives and entered bankruptcy. 27Similarly,several other executives,including Kenneth Lay ofEnron,Garry Winnick of Global Crossing Holdings Ltd.and Scott Sullivan ofWorldCom Inc.,also benefited from bonuses and stock options at the same time that their companies shareholders were suffering.In fact, the shareholder theory finds such behavior inexcusable,since the basic premise ofthe theory is that executives should act only in the shareholders interests and not in their own. Thus,the strident line ofargument does not appear terribly compelling,since it seems to misinterpret the shareholder theory even as it indicts the theory.However,others who also argue that recent financial scandals augur a move to the stake- holder theory take a less hostile,more compelling tack.While they accept that much ofthe recent bad behavior was grounded in human weakness and not inherent in the shareholder theory, they contend that ifsociety embraced the stakeholder theory, executives would develop an innate self-correcting mechanism that would temper tendencies to act in a manner that ignores certain stakeholders interests.IfU.S.society entered an era in which the only politically correct perspective was that ofthe stakeholder theory,it is likely that executives would shift their language to include references to stakeholders interests.Over a period oftime,ifpsychological theories are to be believed, managersbehaviors,and then their true attitudes,would also begin to shift toward the stakeholder theory.That argument is more compelling. In this context,we can see that the dispute between the share- holder and stakeholder theories in the United States,in which it appeared for several years that the shareholder theory was emerg- ing as a victor,is now best viewed as a standoff.The stakeholder theory may have a slight edge,because the shareholder theory sless-strident critics do have a logically defensible argument and because the strident argument that the shareholder theory encourages bad behavior,while not logically defensible,has emotional resonance with many people.Rightly or wrongly,the theory is being tarnished by association.Still,even ifone gener- ously concedes that many recent linkages ofexecutive misbehav- ior to the theory are misplaced,it is hard to claim that the shareholder theory has done anything to help the situation.What Are Executives and Boards To Do? Against this backdrop,U.S.executives and board members might reasonably ask what they should do differently.First,executives should consider changing their language,getting rid ofthe phrase maximizing shareholder value. Indeed,many ofthe most ardent supporters ofthe shareholder theory have quietly shifted to maximizing our company s valueand other similarphrases.An even more temperate phrasing ofthe corporate objective would be maximizing our company s contribution to our economic system. Second,executives should feel freer to change their attitudes and behaviors openly.Ifa CEO or board member s only reason for not verbalizing a beliefin the stakeholder theory was a fear oftakeover,it is likely that such pressures will abate given the increasing evidence that the market discipline oftakeovers Even if oneconcedes that linkages of execu- tive misbehavior to shareholder theory are misplaced, it is hard to claim that the theory has done anything to help the situation. during the last few years has proven less than efficient in maxi- mizing returns.Assuming that a CEO s board approves,the CEO should be able to operate freely under either theory for the foreseeable future. Third,whichever theory is embraced,executives need to be clear about the choice in organizational communications.If midlevel managers are confused about the corporation s objec-tives,they will likely make inconsistent decisions,probably by relying on their own normative beliefs about the appropriate the- ory.Richard Ellsworth has suggested a six-step series of chal- lenge-sessionsin which executives work through their collective attitudes toward the company s stakeholder obligations and pri- orities and then take overt steps to communicate their conclu- sions throughout the organization. 28An approach like his should at least provide a firm grounding upon which operational deci- sions can then be made. I am indebted to Bob Hebert for his research assistance and to Ram Baliga, Jim Flynn, John Hasnas and Gary Shoesmith for enlightening conversations. This research was supported by the Babcock Graduate School of Management at Wake Forest University, Research Fellow- ship Program.1. The theory is sometimes called the stockholder theory, but the term shareholder is used here for consistency with recent usage in the media.2. M. Friedman, Capitalism and Freedom (Chicago: University of Chicago Press, 1962), 133.3. Note that I am considering only the normative version of the theory, which states how managers ought to behave. There are also descrip-tive versions of the stakeholder theory, which describe actual behavior of managers, and instrumental versions, which predict outcomes (forexample, higher profits) if managers behave a certain way. These dis- tinctions are drawn crisply in T.M. Jones and A.C. Wicks, ConvergentStakeholder Theory, Academy of Management Review 24, no. 2 (April 1999): 206-221.4. J.E. Post, L.E. Preston and S. Sachs, Managing the ExtendedEnterprise: The New Stakeholder View, California Management Review 45, no. 1 (fall 2002): 5-28. 5. W.M. Evan and R.E. Freeman, AStakeholder Theory of the Mod- ern Corporation: Kantian Capitalism, in Ethical Theory and Busi- ness, 3rd ed., eds. T.L. Beauchamp and N.E. Bowie (Englewood Cliffs, New Jersey: Prentice-Hall, 1988), 97-106. It is to this version of the normative stakeholder theory that the following description refers. Note, however, that Post, Preston and Sachs, who take a more instru- mental than normative view of stakeholder theory, embrace a wider enumeration of stakeholders, including regulatory authorities, govern- ments and unions.6. Note that these are ethical rights. They may or may not correspond to legal rights or to rights established by professional/industry codesand so on.7. Some authors for example, see J. Hasnas, The Normative The- ories of Business Ethics: AGuide for the Perplexed, Business Ethics Quarterly 8, no. 1 (1998): 19-42 view the social contract theory as providing a third, and differing, normative viewpoint that is at an equiv- alent level to the shareholder and stakeholder theories. However, the most recent writings by the leading proponents of the social contract theory including T. Donaldson and T.W. Dunfee, Ties That Bind: ASocial Contracts Approach to Business Ethics (Boston: Harvard Business School Press, 1999), see especially chapter 9 instead seem to view the social contracts perspective as a meta-theory that provides guidance in sorting through the stakeholder obligations. 8. Friedman, Capitalism and Freedom, 56, 61. 9. N.E. Bowie and R.E. Freeman, Ethics and Agency Theory: An Introduction (Oxford, England: Oxford University Press, 1992), 3-21. 10. R.R. Ellsworth, Leading With Purpose: The New Corporate Reali- ties (Stanford, California: Stanford University Press, 2002). Here, Ellsworth argues for the primacy of customersinterests over those ofother stakeholders.11. J. Cassidy, The Greed Cycle, The New Yorker, Sept. 23, 2002, 64-77. Also see Cassidy for a thorough and accessible treatment of the factors driving the shift to a shareholder value perspective. 12. M. Friedman, The Social Responsibility of Business Is To Increase Its Profits, New York Times Magazine, Sunday, Sept. 13, 1970, sec. 6, p. 32. 13. M.C. Jensen and W.H. Meckling, Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure, Journal of Finan- cial Economics 3 (October 1976): 305-360.14. Cassidy, The Greed Cycle.15. J. Magretta, What Management Is: How It Works and Why It sEveryones Business (New York: Free Press, 2002), 30-33. 16. Post, Managing the Extended Enterprise, 18. 17. See C. Hampden-Turner and A. Trompenaars, The Seven Cul-tures of Capitalism: Value Systems for Creating Wealth in the United States, Japan, Germany, France, Britain, Sweden and the Nether- lands (New York: Doubleday, 1993). The percentage of managers choosing the first option varied from lows of 8% (Japan) and 11% (Singapore) to highs of 34% (Canada), 35% (Australia) and 40% (the United States).18. J.W. Lorsch, Pawns or Potentates: The Reality of America s Cor-porate Boards (Boston: Harvard Business School Press, 1989), 7-8. 19. Ellsworth, Leading with Purpose, 348. 20. R.A.G. Monks and N. Minow, Corporate Governance (Cam- bridge, Massachusetts: Blackwell, 1995), 38. 21. Ellsworth, Leading with Purpose, 349. 22. S. London, An Uprising Against Stock Arguments, Financial Times, Tuesday, Aug. 20, 2002, p.10. 23. Ibid.24. M.S. Weisbach, Outside Directors and CEO Turnover, Journal of Financial Economics 20 (March 1988): 431-460. 25. S. Allgood and K.A. Farrell, The Effect of CEO Tenure on the Relation Between Firm Performance and Turnover, Journal of Finan- cial Research 23, no. 3 (fall 2000): 373-390.26. J.R. Franks and C. Mayer, Hostile Takeovers and the Correction of Managerial Failure, Journal of Financial Economics 40, no. 1 (Jan- uary 1996): 163-181.27. P. Behr and A. Witt, Visionary s Dream Led to Risky Business, Washington Post, Sunday, July 28, 2002, sec. A, p. 1. 28. Ellsworth, Leading with Purpose, 327-357. Reprint44411. For ordering information,see page 1. CopyrightMassachusetts Institute ofTechnology,2003.All rights reserved. PDFsReprintsPermission to CopyBack Issues*;;*,1=;.2.?"To reproduce or transmit one or more MIT Sloan Management Review articles byelectronic or mechanical means12Arequires written permission.%;47*6:.>2.?7:;5:Posting of full-text SMR articles on publicly accessible Internet sites isprohibited.%;5:%%$$!! $$%%))Copyright Massachusetts Institute of Technology, 2003. 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