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Summary
Summary
Wealth inequality, corporate welfare, and industrial pollution are symptoms-the fevers and chills of the economy. The underlying illness, says Business Ethics magazine founder Marjorie Kelly, is shareholder primacy: the corporate drive to make profits for shareholders, no matter who pays the cost.
In The Divine Right of Capital, Kelly argues that focusing on the interests of stockholders to the exclusion of everyone else's interests is a form of discrimination based on property or wealth. She shows how this bias is held by our institutional structures, much as they once held biases against blacks and women.
The Divine Right of Capital exposes six aristocratic principles that corporations are built on, principles that we would never accept in our modern democratic society but which we accept unquestioningly in our economy. Wealth bias is a holdover from our pre-democratic past. It has enabled shareholders to become a kind of economic aristocracy. Kelly shows how to design more equitable alternatives-new property rights, new forms of corporate governance, new ways of looking at corporate performance-that build on both free-market and democratic principles.
We think of shareholder primacy as the natural law of the free market, much as our forebears thought of monarchy as the most natural form of government. But in The Divine Right of Capital, Kelly brilliantly demonstrates that it is no more "natural" than any other human creation. People designed this system and people can change it.
We need a change of mind as profound as that of the American Revolution. We must question the legitimacy of a system that gives the wealthy few-the ten percent of Americans who own ninety percent of all stock-a disproportionate power over the many. In so doing, we can fulfill the democratic principles of our nation not only in the political sphere, but in the economic sphere as well.
Reviews (2)
Publisher's Weekly Review
For 14 years Kelly, founding editor of Business Ethics and contributor to the Wall Street Journal, the Utne Reader, etc., championed shareholder power over corporate responsibility. Now, she views shareholders themselves as the problem and advocates removing their power to correct business abuses. With the zeal of a convert, she alleges that shareholders should have no say in corporate management or any share in profits. She acknowledges that, since the majority of U.S. households own stock, she seems to blame everyone. In fact, she exonerates shareholders with less than $5,000 in stock, and dismisses even the wealthiest 10% as "small fry." The real enemies are unspecified, extremely wealthy shareholders. Next, confusingly, Kelly claims that shareholders have little power over large public corporations. She contends that shareholder elections of directors are rubber stamps on CEOs' decisions, and no one would notice if aliens abducted entire boards. But if CEOs are all-powerful, why blame problems on shareholders? Because, says Kelly, of the "inverted monarchy," wherein the CEO is simultaneously all-powerful and completely constrained; shareholders, meanwhile, are powerless, but maintain freedom and personal profit. She compares this configuration to England's Glorious Revolution of 1688, when "Parlia- ment which represented the landed class first asserted power over the monarch." Instead of alternatives, Kelly offers a "diagnosis" aimed at smashing conventional wisdom so that new ideas may flourish. As such, it will more likely inspire a future, more mature, probably influential work than gain popularity itself. (Oct.) Forecast: Kelly's 180-degree shift in opinion will confuse the marketing; reading the book will confuse everyone. Nevertheless, her renown, a six-city tour and national radio phone-in campaign will attract readers. (c) Copyright PWxyz, LLC. All rights reserved
Library Journal Review
The founder and editor of Business Ethics and a frequent contributor to NPR, Kelly here considers how corporations strive to make money for their shareholders regardless of the costs to society. The first of the book's two parts discusses the principles of economic aristocracy, showing how the corporation exists not for the employees or the community it supposedly serves but for the investor. Examples include the maxim that paying stockholders is more important than paying employees, the belief that the corporation is a property that can be owned and sold, and the fact that only stockholders can vote to determine the company's future. This power structure has resulted in layoffs, plant closings, and other forms of social discord. In the second part, she examines a thought-provoking course of action that would improve matters a new set of paradigms and laws that would result in economic democracy, insuring that corporations exist for the public good. Jefferson, Lincoln, Roosevelt, John Locke, and Adam Smith are some of the luminaries she cites to support her points of view. This well-documented and readable book is a good choice for business school libraries. Steven J. Mayover, Philadelphia (c) Copyright 2010. Library Journals LLC, a wholly owned subsidiary of Media Source, Inc. No redistribution permitted.
Excerpts
Excerpts
I ntroduction IN AN ERA when stock market wealth has seemed to grow on trees--and trillions have vanished as quickly as falling leaves--it's an apt time to ask ourselves, Where does wealth come from? More precisely, where does the wealth of public corporations come from? Who creates it? To judge by the current arrangement in corporate America, one might suppose capital creates wealth--which is strange, because a pile of capital sitting there creates nothing. Yet capital providers--stockholders--lay claim to most wealth that public corporations generate. Corporations are believed to exist to maximize returns to shareholders. This is the law of the land, much as the divine right of kings was once the law of the land. In the dominant paradigm of business, it is not in the least controversial. Though it should be. What do shareholders contribute, to justify the extraordinary allegiance they receive? They take risk, we're told. They put their money on the line, so corporations might grow and prosper. Let's test the truth of this with a little quiz: Stockholders fund major public corporations--true or false? False. Or, actually, a tiny bit true--but for the most part, massively false. In fact, most "investment" dollars don't go to corporations but to other speculators. Equity investments reach a public corporation only when new common stock is sold--which for major corporations is a rare event. Among the Dow Jones industrials, only a handful have sold any new common stock in thirty years. Many have sold none in fifty years. The stock market works like a used car market, as former accounting professor Ralph Estes observes in Tyranny of the Bottom Line. When you buy a 1997 Ford Escort, the money goes not to Ford but to the previous owner of the car. Ford gets the buyer's money only when it sells a new car. Similarly, companies get stockholders' money only when they sell new common stock. According to figures from the Federal Reserve, in recent years about one in one hundred dollars trading on public markets has been reaching corporations. In other words, ninety-nine out of one hundred "invested" dollars are speculative.1 That's today. But the past wasn't much different. One accounting study of the steel industry examined capital expenditures over the entire first half of the twentieth century and found that issues of common stock provided only 5 percent of capital.2 So what do stockholders contribute, to justify the extraordinary allegiance they receive? Very little. Yet this tiny contribution allows them essentially to install a pipeline and dictate that the corporation's sole purpose is to funnel wealth into it. The productive risk in building businesses is borne by entrepreneurs and their initial venture investors, who do contribute real investing dollars, to create real wealth. Those who buy stock at sixth or seventh hand, or one-thousandth hand, also take a risk--but it is a risk speculators take among themselves, trying to outwit one another, like gamblers. It has little to do with corporations, except this: public companies are required to provide new chips for the gaming table, into infinity. It's odd. And it's connected to a second oddity--that we believe stockholders are the corporation. When we say that a corporation did well, we mean that its shareholders did well. The company's local community might be devastated by plant closings. Employees might be shouldering a crushing workload. Still we will say, "The corporation did well." One does not see rising employee income as a measure of corporate success. Indeed, gains to employees are losses to the corporation. And this betrays an unconscious bias: that employees are not really part of the corporation. They have no claim on wealth they create, no say in governance, and no vote for the board of directors. They're not citizens of corporate society, but subjects. We think of this as the natural law of the market. It's more accurately the result of the corporate governance structure, which violates market principles. In real markets, everyone scrambles to get what they can, and they keep what they earn. In the construct of the corporation, one group gets what another earns. The oddity of it all is veiled by the incantation of a single magical word: ownership. Because we say stockholders own corporations, they are permitted to contribute very little, and take quite a lot. What an extraordinary word. One is tempted to recall the comment that Lycophron, an ancient Greek philosopher, made during an early Athenian slave uprising against the aristocracy. "The splendour of noble birth is imaginary," he said, "and its prerogatives are based upon a mere word."3 A mere word. And yet the source of untold trouble. Why have the rich gotten richer while employee income has stagnated? Because that's the way the corporation is designed. Why are companies demanding exemption from property taxes and cutting down three-hundred-year-old forests? Because that's the way the corporation is designed. "A rising tide lifts all boats," the saying goes. But the corporation functions more like a lock-and-dam operation, raising the water level in one compartment by lowering it in another. The problem is not the free market, but the design of the corporation. It's important to separate these two concepts we have been schooled to equate. In truth, the market is a relatively innocent notion. It's about buyers and sellers bargaining on equal footing to set prices. It might be said that a free market means an unregulated one, but in today's scheme it really means a market with one primary form of regulation: that of property rights. We think of this as inherent in capitalism, but it may not be. It is true that throughout history capitalism has been a system that has largely served the interests of capital. But then, government until the early twentieth century largely served the interests of kings. It wasn't necessary to throw out government in order to do away with monarchy--instead we changed the basis of sovereignty on which government rested. We might do the same with the corporation, asserting that employees and the community rightfully share economic sovereignty with capital owners. What we have known until now is capitalism's aristocratic form. But we can embrace a new democratic vision of capitalism, not as a system for capital, but a system of capital--a system in which all people are allowed to accumulate capital according to their productivity, and in which the natural capital of the environment and community is preserved. At the same time, we might also preserve much of the wisdom that is inherent in capitalism. If we go rummaging through its entire basket of economic ideas--supply and demand, competition, profit, self-interest, wealth creation, and so forth--we'll find most concepts are sturdy and healthy, well worth keeping. But we'll also find one concept that is inconsistent with the others. It is the lever that keeps the lock and dam functioning, and it is these four words: maximizing returns to shareholders. When we pluck this notion out of our basket and turn it over in our hands--really looking at it, as we so rarely do--we will see it is out of place. In a competitive free market, it decrees that the interests of one group will be systematically favored over others. In a system devoted to unconscious regulation, it says corporations will consciously serve one group alone. In a system rewarding hard work, it says members of that group will be served regardless of their productivity. Shareholder primacy is a form of entitlement. And entitlement has no place in a market economy. It is a form of privilege. And privilege accruing to property ownership is a remnant of the aristocratic past. That more people own stock today has not changed the market's essentially aristocratic bias. Of the total gain in marketable wealth from 1983 to 1998, more than half went to the richest 1 percent.4 Others of us may have gotten a few crumbs from this feast, but in their pursuit we have too often been led to work against our own interests. Physicians applaud when their portfolios rise in value, yet wonder why insurance companies are ruthlessly holding down medical payments. Employees cheer when their 401(k) plans post gains, yet wonder why layoffs are decimating their firms. Their own portfolios hold the answer. Still, decrying the system's ills is not the same as saying the stock market is devoid of value or that it should be eliminated. The stock market does have its worthwhile functions. Stock serves as a kind of currency with which companies can buy other companies. A high share price can also be the basis for a good credit rating, making it easier for firms to borrow at favorable rates. Most vitally, public markets create liquidity, which is what makes genuine investment in companies attractive. Without an aftermarket for share trading, investors could cash out only when a company was sold or liquidated, which would make investing in a company like investing in a house. Money could be tied up for decades. In making the value of companies liquid, the stock market has the effect of increasing that value. It's in part a function of auction. Because more bidders are available, a stock fetches a higher price, just as a first-edition Hemingway fetches a higher price on eBay than at a garage sale. But the auction function can get out of control when new wealth flows primarily to those already possessing substantial wealth. Because this wealth cannot fully be spent, it can only be reinvested, leaving more and more money to chase essentially the same body of stocks--causing them to artificially inflate in value. When that inflation becomes too large, the bubble bursts, often dragging the real economy down with it. Thus, while the stock market has its functions, it also has its dysfunctions. Bubbles are one dysfunction. A second is the artificial overvaluation of financial capital and the devaluation of other forms of wealth. Progressive business theorist Paul Hawken describes it as a "worldwide pattern of decapitalization." "Capital," he wrote, "whether it be natural capital in the form of resources, or human capital in the form of low-wage workers, or local capital in the form of functional and healthy local economies, is being extracted and converted to financial capital at an increasingly accelerated rate."5 This process has accelerated dramatically in the last half-century, as the value of the stock market has increased over a hundredfold. But in that same period, forests have shrunk, water tables have fallen, wetlands have disappeared, soils have eroded, fisheries have collapsed, rivers have run dry, global temperatures have risen, and countless plant and animal species have disappeared.6 This same half-century, not incidentally, has been the time when major public corporations have come to dominate the world. It is also a time when the shareholder primacy that drives them has become increasingly out of step with reality--due to a number of massive changes in the nature of major corporations: 1. Increasing size. Today, among the world's one hundred largest economies, fifty-one are corporations.7 They have revenues larger than nation-states, yet maintain the guise of being the "private property" of shareholders. 2. The shrinking of ownership functions. While we still call stockholders the owners of major public firms, they do not--for the most part--manage, fund, or accept liability for "their" companies. Ownership function has shrunk to virtually one dimension: extracting wealth. 3. The rise of the knowledge economy. For many companies, knowledge is the new source of competitive advantage. To allow shareholders to claim the corporation's increasing wealth--when employees play a greater role in creating that wealth--is a misallocation of resources. 4. The increasing damage to our ecosystem. The rules of accounting were written in the fifteenth century, when to the Western mind nature seemed an unlimited reservoir of resources and an unlimited sink for wastes. That is no longer true, but the rules of accounting retain fossilized images of those ancient attitudes. Major public corporations have evolved into something new in civilization--more massive, more powerful than our democratic forefathers dreamed possible. The major companies of their era, like the East India Company, were arms of the Crown. America was founded by similar, though often smaller, Crown companies. The founding generation in America seemingly felt that in bringing the Crown to heel, they had immunized themselves against corporate predation. This may be the reason that they left us few tools at the federal level for governing corporations: the word corporation itself appears nowhere in the Constitution. At the state level, the founding generation did establish a system where corporations were chartered for purposes that served the public good--like constructing turnpikes--and were allowed to exist only for finite periods of time. But this system was overturned in the heyday of the Robber Barons, after the Civil War, when corporations became private, cut themselves free from government oversight, assumed eternal life, and began to see shareholder gain as their sole purpose. Today, as the name itself implies, public corporations are no longer really private. The major corporation, as president Franklin D. Roosevelt observed, "represents private enterprise become a kind of private government which is a power unto itself."8 PART I: ECONOMIC ARISTOCRACY If the stockholding class ruling these governments is a secular aristocracy, it functions like the secular monarchs that we call dictators functioned--attempting to reproduce aspects of privilege enjoyed in a previous era. Secular monarchs largely failed, because they lacked the sustaining myth of the divine right of kings. As fallen dictators from Mussolini to Marcos showed the world, power without myth does not long endure.9 The secular aristocracy today clings to its sustaining myths, for those myths provide the base of its legitimacy, without which the amassing of wealth begins to seem indefensible. The core myth--that shareholder returns must be maximized--is thus considered unchallengeable. It is a myth with the force of law. We might call it our secular version of the divine right of kings. In tracing the roots of this myth, in part I, this book undertakes a venture into what French philosopher Michel Foucault would call an archaeology of knowledge: a foundational dig, examining the ancient conceptual structures on which aristocratic bias is built. The book explores six such structures--six principles--each serving to uphold the needs of property o Excerpted from The Divine Right of Capital: Dethroning the Corporate Aristocracy by Marjorie Kelly All rights reserved by the original copyright owners. Excerpts are provided for display purposes only and may not be reproduced, reprinted or distributed without the written permission of the publisher.Table of Contents
Foreword | p. vii |
Preface | p. xi |
Acknowledgments | p. xv |
Introduction | p. 1 |
Part I Economic Aristocracy | |
1 The Sacred Texts: the Principle of Worldview | p. 19 |
2 Lords of the Earth: the Principle of Privilege | p. 29 |
3 The Corporation as Feudal Estate: the Principle of Property | p. 41 |
4 Only the Propertied Class Votes: the Principle of Governance | p. 51 |
5 Liberty for Me, Not for Thee: the Principle of Liberty | p. 69 |
6 Wealth Reigns: the Principle of Sovereignty | p. 81 |
Part II Economic Democracy | |
7 Waking Up: the Principle of Enlightenment | p. 95 |
8 Emerging Property Rights: the Principle of Equality | p. 107 |
9 Protecting the Common Welfare: the Principle of the Public Good | p. 127 |
10 New Citizens in Corporate Governance: the Principle of Democracy | p. 145 |
11 Corporations Are Not Persons: the Principle of Justice | p. 159 |
12 A Little Rebellion: the Principle of (R)evolution | p. 173 |
Notes | p. 189 |
Index | p. 219 |
About the Author | p. 231 |