The Divine Right of Capitalism
One aim of these booklets is to start a dialogue about the core problem of capitalism. The symptoms range from bloated
CEO pay, sweatshops, and speculative excess to stagnant wages, corporate welfare, and environmental indifference. All
spring from a single source: the mandate to maximize returns to shareholders.
The Divine Right of Capital, excerpt
Reproduced with permission from Business Ethics, 2845 Harriet Avenue, Suite 207, Minneapolis, MN 55408. USA. www.business-ethics.com and will it link to our website.
Send mail to bizethics@aol.com with questions or comments
The excerpt below is part of a larger work in progress, a book titled The Divine Right of Capital, which shows how the
corporate mandate to maximize returns to shareholders is out of step with democratic and free-market ideals. This
excerpt is part of the first of a four-part series of booklets and includes the first four chapters. Three additional
booklets will be published as the other chapters are completed. (If you would like to purchase a copy, ordering
information is available at the end of the excerpt.) One aim of these booklets is to start a dialogue about the core
problem of capitalism. The symptoms range from bloated CEO pay, sweatshops, and speculative excess to stagnant wages,
corporate welfare, and environmental indifference. All spring from a single source: the mandate to maximize returns to
shareholders. In major public corporations -- where there is little reason to so favor shareholders -- this mandate
amounts to property bias, which is akin to racial or gender bias. It arises from the unconscious belief that property
owners, or wealth holders, matter more than others. The system upholding this belief I call economic aristocracy.
Civilization has crossed a great divide in history, from monarchy to democracy. But we have democratized only
government, not economics. Property bias keeps our corporate worldview rooted in the predemocratic age. To change this,
we begin by seeing it. I am a small business owner myself, like my father and grandfather before me. I cofounded the
publication Busisness Ethics in 1987, in the belief that individual companies, becoming socially responsible, would
transform capitalism. I no longer believe this. I have watched as ethics, employee ownership, family-friendly policies,
and other progressive notions have put down only shallow roots -- to be torn out and discarded when they conflict with
the mandate to maximize returns to shareholders. It is this mandate we must challenge, for lasting change is not
possible until we do. The work of the progressive business community must go deeper. Although we've learned much and
achieved much, it's been mostly at the margins. We must act more boldly, challenging the conceptual design of the
system, which is structured to uphold shareholder primacy.
Is Maximizing Returns to Shareholders a Legitimate Mandate? By Marjorie Kelly Where does wealth come from? More
precisely, where does the wealth of major public corporations come from? Who creates it? To judge by the current
arrangement in corporate America, one might suppose capital creates wealth — which is odd, because a pile of capital
sitting there creates nothing. Yet capital-providers (stockholders) lay claim to most wealth that public corporations
generate. They also claim the more fundamental right to have corporations managed on their behalf. Corporations are
believed to exist for one purpose alone: to maximize returns to shareholders. This principle is reinforced by CEOs, The
Wall Street Journal, business schools, and the courts. It is the law of the land — much as the divine right of kings was
once the law of the land. Indeed, "maximizing returns to shareholders" is universally accepted as a kind of divine,
unchallengeable mandate. 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. What’s
intriguing is that we speak as though it were entirely true: "I have invested in AT," we say — imagining AT as a steward of our money, with a fiduciary responsibility to take care of it. In fact, "investing" dollars don’t go to
AT 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 30 years. Many have sold none in 50 years. The stock market works like a used car market, as accounting professor
Ralph Estes observes in Tyranny of the Bottom Line. When you buy a 1989 Ford Escort, the money doesn’t go to Ford. It
goes to the previous owner. 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 — which mature companies rarely do. According to figures from
the Federal Reserve and the Securities and Exchange Commission, about 99 percent of the stock out there is "used stock."
That is, 99 out of 100 "invested" dollars are trading in the purely speculative market, and never reach corporations.
Public corporations do have the ability to sell new stock. And they do need capital (funds beyond revenue) to operate —
for inventory, expansion, and so forth. But they get very little of this capital from stockholders. In 1993, for
example, corporations needed $555 billion in capital. According to the Federal Reserve, sales of common stock
contributed 4 percent of that. I used this fact in a pull-quote for a magazine article once, and the designer changed it
to 40 percent, assuming it was a typo. It’s not. Of all capital public corporations needed in 1993, stockholders
provided 4 percent. Well, yes, critics will say — that’s recently. But stockholders did fund corporations in the past.
Again, only a tiny bit true. Take the steel industry. An accounting study by Eldon Hendriksen examined capital
expenditures in that industry from 1900 to 1953, and found that issues of common stock provided only 5 percent of
capital. That was over the entire first half of the 20th century, when industry was growing by leaps and bounds. So,
what do stockholders contribute, to justify the extraordinary allegiance they receive? Very little. And that’s my point.
Equity capital is provided by stockholders when a company goes public, and in occasional secondary offerings later. But
in the life of most major companies today, issuance of common stock represents a distant, long-ago source of funds, and
a minor one at that. What’s odd is that it entitles holders to extract most of the corporation’s wealth, forever. Equity
investors essentially install a pipeline, and dictate that the corporation’s sole purpose is to funnel wealth into it.
The pipeline is never to be tampered with — and no one else is to be granted significant access (except executives,
whose function is to keep it flowing). The truth is, the commotion on Wall Street is not about funding corporations.
It’s about extracting from them. 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 1,000th 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 "a corporation did well," we mean its shareholders did well. The company’s
local community might be devastated by plant closings, its groundwater contaminated with pollutants. Employees might be
shouldering a crushing workload, doing without raises for years on end. 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. Investors, on the other hand, may never set foot inside "their" companies, may not know
where they’re located or what they produce. Yet corporations exist to enrich investors alone. In the corporate society,
only those who own stock can vote — like America until the mid-1800s, when only those who owned land could vote.
Employees are disenfranchised. We think of this as the natural law of the free market. It’s more accurately the result
of the corporate governance structure, which violates free-market principles. In a free market, 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 Lycophron’s comment, 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." My aim is to take
this message to as broad an audience as possible -- and your feedback can help. Do you agree with what I write? Do you
violently disagree? Are parts unclear? Are you aware of factual errors I've made? If I've reached you effectively,
please let me know that as well. E-mail me at MKellyBook@aol.com. I'm available for speaking engagements on these
issues, and can be reached through the same e-mail.
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ENDS