"He first took up the argument in a 1993 Harvard Business Review article, “Efficient Markets, Deficient Governance.” Its assessment was pretty much ignored because it was too far from orthodox thinking. He started with some straightforward observations:
US rules protecting investors are the most comprehensive and well enforced in the world….Prior to the 1930s, the traditional response to panics had been to let investors bear the consequences……The new legislation was based on a different premise: the acts [the Securities Act of 1933 and the Securities and Exchange Act of 1934] sought to protect investors before they incurred losses.
"He then explained at some length that extensive regulations are needed to trade a promise as ambiguous as an equity on an arm’s length, anonymous basis. Historically, equity investors had had venture-capital-like relationships with the owner/managers: they knew them personally (and thus could assess their character), were kept informed of how the businesses was doing. At a minimum, they were privy to its strategy and plans; they might play a more active role in helping the business succeed.
By contrast, investors in equities that are traded impersonally can’t know all that much. A company can’t share competitively sensitive information with transient owners. Stocks are also more liquid if ownership is diffuse, which makes it harder for any investor or even group of investors to discipline underperforming managers. It’s much easier for them to sell their stock and move on rather than force changes. And an incompetent leadership group can still ignore the message of a low stock price, not just because they are rarely replaced, but also because they can rationalize the price as not reflecting the true state of the company compared to its competitors, which is simply not available to the public.
Bhide’s concern is hardly theoretical. The short term orientation of the executives of public companies, their ability to pay themselves egregious amounts of money, too often independent of actual performance, their underinvestment in their businesses and relentless emphasis on labor cost reduction and headcount cutting are the direct result of anonymous, impersonal equity markets. Many small businessmen and serial entrepreneurs hold the opposite attitude of that favored by the executives of public companies: they do their best to hang on to workers and will preserve their pay even if it hurts their own pay. Stagnant worker wages and underemployment are a direct result of companies’ refusal to share productivty gains with workers, and that dates to trying to improve the governance problems Bhide discussed by linking executive pay to stock market performance. That did not fix the governance weaknesses and created new problems of its own.
An issue that we’ve also discussed regularly is that the idea that companies are to be operated for the benefit of shareholders is an idea made up by economists with no legal foundation. Equity is a weak and ambiguous claim: you get a vote on some matters, you get dividends if we make money and even then if we feel like it, and we can dilute your interest at any time. Equity is a residual claim, the last in line after everything else is taken care of."
