In one of the many mansions of today’s obsession with ‘neoliberalism’ resides a long-running debate about the nature and role of the corporation. Those arrayed on one side of the debate argue that stockholders do not own the corporation – all they own are their own shares – and that corporations should (perhaps consequently) be managed in the interests of a wide variety of ‘stakeholders’. At the other table sit those who believe that, as possessors of the residual rights of control, shareholders are indeed the owners of the corporation and that corporations ought (perhaps consequently) to be managed so as to create the most value for the shareholders. In Company Men, Sean Thomas Delehanty promises to illuminate this debate through an intellectual history of the shareholder-value idea. Unhappily, he is more successful at throwing shade than at throwing light.
On the plus side, the book is well written, and it covers a lot of the right ground. Emerging from Delehanty’s dissertation at Johns Hopkins, it is an attempt to craft the kind of intellectual history of free-market thinking that his advisor Angus Burgin achieved in his important study of the Mont Pèlerin Society. But unlike his mentor, Delehanty is unable to sublimate his own strongly felt ideological position. The result is not only ideological bias – which is common enough, and fair enough with a good argument – but also, in this case, an overall shallowness.
The shareholder-value debate has deep roots, but Delehanty focuses on the modern-day fons et origo of the idea that corporations should be run in the interests of shareholders, a wildly influential 1976 paper by Michael Jensen and William Meckling. Delehanty rightly sees this paper as an attempt, by two free-market-oriented, Chicago-trained economists, to develop the ideas in a famous article by Milton Friedman: that the only ‘social responsibility’ of business is for employees to pursue the goals of the firm’s owners within the constraints of legal and ethical norms. (That would usually, but not always, mean making as much money as possible.) Jensen and Meckling recognized that this implied what economists were coming to call a principal-agent problem. Employees would very likely arrive at work with their own goals, which they could typically pursue at the expense of the goals of the owners.
Jensen and Meckling made this agency problem the centerpiece of their theory of the firm – an attempt, as they saw it, to open up the black box of the firm as portrayed in conventional price theory. On the one hand, the separation of ownership from control in the modern public corporation had untethered the provision of capital from personal supervision, thus unleashing the massive real capital flows that underpinned economic growth. But on the other hand, the agency relationship had its own costs, in response to which firms had generated organizational responses that economists could study. The 1976 paper would become a landmark – though by no means the last word – in the economics of organization, a subfield that was beginning to gain traction in the 1970s.
Delehanty chooses to read the Jensen and Meckling paper, and indeed all of their (mostly Jensen’s) work, as nothing more than ideological weaponry, ‘part of their broader political project of protecting capitalism from democracy. A commitment to shareholder value maximization insulated businesses from the kinds of democratic pressures Jensen and Meckling warned about in their political work, which in turn had a profound effect on the nation’s political economy’ (page 61). As a result, Delehanty never engages with Jensen’s intellectual contributions in any substantive way.
Did the ideas of Jensen and Meckling have ‘a profound effect on the nation’s political economy’? The economic historian Deirdre McCloskey has warned against conflating what she calls think-history with do-history. Good intellectual history must surely engage with the events of the world in order to understand the evolution of thought. Similarly – but with far more difficulty – good economic history must confront ideas as it chronicles events and unearths the economic forces that operate behind events. But it is all too easy to depict a think-history as if it were causative of do-history. Although he occasionally backs off and portrays Jensen’s work as merely ‘justifying’ the movement for shareholder value, Delehanty sometimes seems, especially in an impassioned conclusion, to want us to believe that Jensen’s ideas are largely at fault for the increasing ‘financialization’ of the economy in the late 20th century, which is in turn largely at fault for a litany of what the author believes to be society’s ills.
The U.S. economy was already on the road to financialization early in the twentieth century. But, as I have argued, wars, depression, and the New Deal effectively de-marketized the economy for much of the middle of the century, giving comparative advantage to the large corporations as a locus of economic institutions and to their managers as arbiters of capital allocation. Managerialism continued after World War II, which had bolstered the capabilities of American corporations while destroying their foreign competitors. This was a stable era that saw the slow consolidation of the innovations of the second industrial revolution. Many now look back on the post-war period with nostalgia, even though most segments of American society are far better off today in material terms – and even though critics once complained about the depredations of managerialism in the same loud tones they now use to complain about financialization.
By the 1960s, large American firms were earning economic rents, which appeared to managers in the form of what Jensen famously called free cash flow. Rather than returning those rents to stockholders in the form of dividends, managers acquired firms in wholly unrelated lines of business, creating the conglomerate. (Significantly, conglomerates are in a sense a manifestation of both managerialism and financialization: managerialism because the managers not the market were making decisions about capital allocation; financialization because managers acquired assets in financial transactions rather than developing them internally.) This turned out to be as inefficient in practice as it is in theory, and entrepreneurs arose to unbundle the conglomerate by buying up stock and attempting to unseat the incumbent management, often forcing the selloff of the unrelated divisions. Thus was born the era of the takeover, both hostile and otherwise, which picked up pace over the next decades with the emergence of strong foreign competition and a dramatically changing macroeconomic environment. The assault on the conglomerate both initiated and benefited from the rapid development of external financial markets, which had been a sleepy, clubby sector in the middle of the century.
Delehanty tells much of this story, often in the same terms I have used. But in his account the events of economic history fly by like Burma Shave signs, leaving little real effect. All that seems to matter are the ideas of Jensen, who did indeed provide an intellectual framework for understanding how the market for corporate control created value in the economy. It shouldn’t be surprising that financialization created value, even despite the dramatic (and by no means waste-free) forms it took at the height of hostile takeovers. Handing the task of capital allocation off to a specialized industrial sector brings to bear many more perspectives and much more knowledge than is available to managers for internal decisions, and this is true even if one believes in only the weakest forms of the efficient-markets hypothesis.
What about the terrible effects of financialization? Jensen and others marshaled empirical evidence that takeovers did not reduce overall employment, investment, or R&D but had significantly increased productivity. Delehanty sees these as merely ideological efforts to ‘fully leverage the argumentative power he could gain from claiming the mantle of “scientific” research’ (scare quotes original). Like Nicholas Lemann, whose marvelous if often problematic Transaction Man covers much of the same ground as this book, Delehanty lays the blame for late-century deindustrialization and job loss on financialization while actually using as examples industries – like steel and automobiles – populated by the most managerial and least financialized firms in the economy.
So how important to the events of economic history were the ideas of Jensen and fellow proponents of the shareholder-value theory of the firm? It is certainly true that these ideas were influential. Raiders like T. Boone Pickens could be heard talking about the problem of free cash flow. But would events have moved along much the same path if these ideas had never been uttered? Company Men doesn’t take us much closer to an answer.
Richard N. Langlois is Professor of Economics and Head of the Department of Economics at the University of Connecticut. He is the author of The Corporation and the Twentieth Century: The History of American Business Enterprise (Princeton University Press 2023).