02.25.09
Posted in Blog at 10:47 pm by Andrew Clearfield
I have participated in several conferences and numerous other discussions regarding corporate governance since the spreading calamity enveloped us all last autumn, and one distressing fact keeps leaping out at me: the corporate governance debates have not adjusted at all to the fact that there has been a catastrophic failure of the economic system. People are still discussing the same sorts of palliatives, with the same lack of urgency, that they were doing when GDP growth was forecast at 3% per annum for the next several years, and the Dow was approaching 15,000.
Governance specialists are still focusing their attention to discussions of “Say on Pay” campaigns and majority voting for directors, rather than examining the strange new world in which we now must try to make our way. The financial and corporate landscape, having been bombarded by colossal losses and spectacular failures, will have to be re-erected, perhaps in radically different form, yet from those who were some of the corporate sector’s most trenchant critics, we hear almost nothing as to how it should be re-built.
Some of the fault is no doubt due to the reflex response of most institutional investors and pension funds, which was to cut back radically on corporate governance budgets—along with every other easily accessible form of ‘overhead’—in the face of a sudden economic decline. Governance people are in fear of losing their jobs, and staff reductions have further cut into the resources which might have been available to examine what fundamental reforms are needed.
The fear of one’s own demise may “focus the mind wonderfully,” but usually along only the most practical lines, and in such circumstances it may be unfair to expect that governance professionals can usefully reconsider the assumptions that got the economy into the mess in which we now find ourselves. If so, the fault is with short-sighted senior managers and trustees who are ignoring the benefits that governance programs could have conferred in avoiding some of the most calamitous mistakes which got investors into this trouble.
Governance could have been used as a prophylactic screening mechanism to protect portfolios from involvement with many of the companies which led the way into the crash. These leaders of the downward spiral were typically governance swamps, with poor risk management, lopsided compensation structures that encouraged high levels of short-term gambling, and weak or complacent boards. Large investors could have engaged the companies, and led efforts encouraging them to change. Such efforts might have also focused much-needed regulatory attention upon risky practices. If nothing else, investors would have begun to lighten their positions long before disaster struck, minimizing the impact upon themselves and perhaps precipitating a reconsideration by the broader markets.
Now that the disaster is upon us, institutional investors should be attempting to re-examine what they could have foreseen, and how they could use this information to protect themselves in future. They should be looking for what tell-tale signs there were, what tools could be sharpened and perfected, so that they might escape other such disasters.
Given that the political powers-that-be are likely to insist upon radical re-vamping of whatever structures emerge from the carnage, institutional investors also have a strongly vested interest in attempting to ensure that such new structures do not contain the hidden flaws of the previous ones, and that the future financial and corporate legal structures are more likely to resist the cycles of euphoria and collapse than those we have had. Corporate governance should be at the forefront of such efforts, to make the system function better next time.
Nothing like this is happening. Instead of looking back at the correlations which predicted that certain companies were likely to fail, instead of attempting to refine the diagnostics which are the real justification for monitoring corporate governance in the first place, most practitioners are discussing how they should adjust their criteria for complaining about re-pricing of options in light of the stock market decline, and whether TARP recapitalizations should be construed as poison pills. Curbs on executive compensation are still being considered more from the point of view of limiting payments for mediocre performance, or punishing those who have presided over a period of decline, rather than for their use in attempting to get rid of a gambling culture at many companies, and preventing senior executives from managing companies to further their own short-term goals.
There are many—mostly outside the field of governance, one hopes—who believe corporate governance is merely a highly technical set of requirements governing how a board is elected, and what one can and cannot vote upon at a shareholders’ meeting. This compliance-oriented view has ensured that governance remains largely irrelevant to the investment process, and to risk management.
Especially after the current run of corporate disasters, I would hope that corporate governance is defined instead as a systematic review of how corporations are run, how much power can be amassed by one or a small group of individuals, and what checks can and should be put upon this power to extract enormous rents from the shareholders, to damage other stakeholder interests, and to run risks which may endanger the whole enterprise and even the broader society. Corporate governance is uniquely positioned to evaluate the potential for risk: risk to the shareholders’ investment, risk to stakeholders’ interests, risk to the company, its industry, and to the whole economy. If corporate governance is not this broader and more important endeavor, something else should and must be.
But why re-invent the wheel? Corporate governance already exists as a field, and it focuses upon the principal means by which those who should have the company’s success most at heart can have a positive influence upon its behavior: the relationship between the investors in a company and its board of directors. Rather than invent a whole new field—say, “External Portfolio Risk Management”—and have to staff it from scratch, establish its credibility, and promote it in the face of the many competitors for corporate attention and corporate budgets, does it not make more sense to beef up the field which already exists, and possesses many talented individuals who have been studying the subject and applying its lessons for years? It is up to senior managements—officers and trustees—to seize the opportunity. But it is also up to corporate governance professionals to begin the dialogue.
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02.23.09
Posted in Blog at 2:33 am by Andrew Clearfield
The Wall Street Journal just ran an op-ed piece by a literature professor entitled “Will This Crisis Produce a ‘Gatsby’?” I took issue with the theme, not only because it seriously mis-used one of the great works of American literature, but also because it revealed a fundamental flaw in the thinking of American intellectuals when it comes to the American experience, the ‘American Dream,’ and to the common man’s hopes for prosperity in general.
The Great Gatsby was published in 1925. It does reflect (among other things) one very bright, sensitive young author’s response to the social realities of ‘new money’ (particularly ill-gotten new money) aspiring to the status and security of ‘old money.’ But there is more to it than a lesson in sociology. It wasn’t that Jay Gatsby couldn’t make a fortune in the America of 1922: in fact, he had. It’s that this wasn’t enough to fulfill the dream vision he’d had in 1916. The book is about the impossibility of the fulfillment of dreams. It doesn’t anticipate the closing off of economic opportunities, which (contrary to what was implied by the op-ed piece) occurred mostly after 1929. There is nothing of the Grapes of Wrath in Gatsby, which is just fine; it is a far better book. If a critic of the American Dream (which is not so much a ‘dream’ as a widespread belief in the possibility of individual success) wishes to make a point about literature and hard times, he should choose as its epitome a book more appropriate to his theme than The Great Gatsby.
Intellectuals’ belief that the American Dream is a lie is based upon two unrelated observations. The first is that everyone does not get to be rich in the United States. In fact, everyone does not even prosper; many try hard and fail. However, this does not mean that the United States is not a relatively flexible society in which upward mobility is possible for a significant subset of the population. It means that such opportunity is not perfectly distributed, which is true, but not what most Americans expect, anyway. A similarly off-base argument is that in times of opportunity the rich get richer, which bothers almost no one who pursues his own vision of personal prosperity, no matter how modest. To use the fact of many failed individuals—still worse, the fact that disparities of income widen in a boom—to contradict the mythos of unlimited opportunity, one must employ an extreme and childish version of the American myth, which is that ‘Everyone in America will achieve his fondest dreams if he tries hard enough,’ which is obviously nonsense. This argument by use of a straw man does not prove there was no such thing as upward mobility in America, nor does it prove that the United States is as stratified as was, say, the Britain of 1922, nor that the inequities found in the U.S. or other liberal democracies today are the same as those found in Brazil. It also does not prove that the base standard of living does not improve in good times, for it did, and does. It may prove that Americans should not blame themselves for their own unsuccess, as Sherwood Anderson claimed Americans did in the 1930s. But I do not think that this is a problem in contemporary America: most people today are only too ready to blame someone else for any disappointments in their lives.
The second—the “Gatsby critique” of the American Dream, if you will—is really recognition of the perennial truth that a desired change in one’s material circumstances won’t necessarily bring about the realization of one’s most treasured dreams. Vulgarly put, it reduces to “money [or power] won’t buy happiness.” This has been the stuff of literature at least since the time of the Athenian dramatists, if not even earlier. It is a melancholy truth of disproportionate importance to intellectuals, but one which does not much preoccupy the great majority of wage-earners, whether times are good or bad. One has to conflate the two criticisms in order to come up with a blanket condemnation of the promise of opportunity offered by free-market economies, at least in better times. Of course, even in periods of maximum prosperity, American society does not necessarily offer up great opportunities to professional intellectuals, but most of the critics of liberal capitalism do not argue against the well-documented neglect of the arts and letters in our society: I suppose they don’t want to be seen to engage in special pleading. This is unfortunate, because they cripple their critique by pretending to make it universal. The pursuit of material success may leave people spiritually under-nourished, and it probably does coarsen the fabric of society. To argue from this that it doesn’t usually produce material comfort flies in the face of experience and common sense.
When the mass of Americans are disappointed in the American Dream, as happens in periods of economic contraction, it is because their personal economic ambitions are being frustrated, and fear of economic privation has replaced visions of prosperity. It is not because they have had the sudden revelation that the pursuit of material comfort does not mean as much to them as the privilege of performing in front of a hushed audience, or living down the road from Carcassonne. That particular revelation is one which drives some of us to pursue careers in the arts or in academe, or to retire to some community in which we feel particularly happy. Those of us who have such qualms may or may not be rejecting America, but it is not the dream of generalized prosperity one rejects; rather one rejects the confusion of material prosperity with some sort of non-material satisfaction. Even those more ordinary mortals who have known both desires seldom confuse the two: one is material, the other metaphysical. Treating the two as identical always makes intellectuals seem out of touch and ridiculous to the man or woman in the street, even those in a street as prosperous and free to consider the deeper meanings of life as Wall Street.
The principal ‘Thirties critiques of liberal capitalism—that it ignores and multiplies the Joads of this world, and that the myth of opportunity diverts the minds and energies of middle-class Americans so that they do not recognize their real stake in the Marxist dialectic—do not yet have much traction even in the disaster-prone economy of today. So far, there are relatively few Joads in the America of 2009; let us hope that the current decline does not create too many more. An author may, if he wish, concentrate his efforts upon this most miserable segment of the population, in the belief that even one example of such misery is too many, but such critics of American society should face up to the reality that many feel (with much justification) that society has already done a great deal to ameliorate such extreme despair, and that considerations of equity aside, this is a problem which was much worse in the 1930s than it is today. There are those who think, not without reason, that any further steps to totally abolish all such misery would have to be centered upon the promotion of better mental health and the elimination of socially maladaptive behavior, rather than the creation of more economic opportunities, which would not help this portion of the population. Unfortunately for those who hope to abolish poverty, in bad times the feeling of solidarity with the rest of mankind is not necessarily strengthened, and many among the electorate are more concerned about improving the lot of those temporarily less well employed, such as themselves, than about helping those habitually unemployed. (So much for hard times producing an upsurge in the social conscience!) As for class-struggle proponents, the still-recent implosion of all the world’s Marxist societies ought render most such arguments patently absurd in the eyes of almost anyone who reads widely, pays attention to the news, and has traveled abroad. Class warfare leads—not surprisingly—to strife, and never to prosperity. Littérateurs can find ample evidence for this from perusing their own corpus, if they do not find recent history sufficient condemnation of the concept.
The present economy is throwing up many more Willie Lomans than Tom Joads (“Death of a Salesman” is of course a product of the 1940s, not the Depression), and a socially-minded author of our time could concentrate on the phenomenon of the increase in this sort of desperation. Such a misallocation of resources, especially the all-important human resource, is indeed a relevant theme for the critic of an economy which has apparently suffered from major deeds of misgovernance. But to intimate that economic decline may produce more Jay Gatsbys does violence not only to the tragedy of the clash between dream and reality that is the focus of that book, but also to the very un-metaphysical struggle the world’s middle classes are now having, trying to maintain their standard of living in the face of a vicious economic downdraft. Tough times do not produce more students of literature, and if such times produce more socialists, it is through sheer envy of others rather than through embrace of some mystic notion of distributive justice. To argue otherwise makes critics of literature seem still more fatuous and irrelevant to the bulk of practically-minded people trying to make their way in a suddenly less-friendly world.
The present economic crisis is not a crisis of belief, it is a crisis of design. The structures and mechanisms we had been depending upon to keep the economy functioning have turned out to have several deep structural flaws which caused the whole economy to seize up. Whether this seizure persists, and the crisis does become one of belief, of confidence in the future—any kind of future, depends upon how quickly these structural flaws can be spotted and fixed. This more mechanical area—who makes things work, who causes them to break, and why—is where even intellectuals aloof from the struggle for personal prosperity should be focusing their attention, rather than trying to start up the next Farm Security Administration, with more heart-rending images of the Wretched of the Earth.
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