Companies will have to prove they’re committed to goals beyond maximizing shareholder value.
For 47 years, the Business Roundtable has lobbied on behalf of corporate America. Much of that time, it maintained a fiction 1 — that the sole purpose of a corporation was to maximize profits on behalf of shareholders. This philosophy has been under assault for several years now, and this week the Business Roundtable announced it wants to put it to rest.
In a widely circulated memo, the 200-member organization reversed itself, writing that “shareholder primacy” is no longer the sole purpose of a corporation. Instead, corporations must include a commitment to “all stakeholders,” which includes customers, employees, suppliers and local communities.
Some kudos are in order for JPMorgan Chase & Co. Chief Executive Officer Jamie Dimon, and chairman of the Business Roundtable, for driving these changes. He has been discussing the need for a more inclusive form of capitalism, both in public speeches and in his letters to shareholders, for some time.
But turning this aircraft carrier around won’t be easy, in large part because of the group’s own history. Indeed, the Roundtable has spent most of the past four decades advocating against the interests of those exact stakeholders. To cite some of the more notable examples:
— It fought the rise of labor unions and pro-union legislation;
— Helped to defeat antitrust bills;
— Prevented the formation of the Consumer Protection Agency;
— Opposed corporate governance changes to make boards of directors and CEOs more accountable to stockholders;
— Fought proper accounting of stock options given as compensation to executives and insiders;
— Fought legislation that would create cleaner energy and address climate change;
— Pushed for corporate income-tax cuts;
— Supported anti-consumer Supreme Court decisions, including the fiction that corporations are legal people, and that campaign donations equal speech.
The Roundtable might respond that this is all in the past. Let’s hope so. But the organization has an even greater challenge: Scan the list of 181 signatories to the recent memo and it’s a Who’s Who of corporate behavior that has burdened and disadvantaged the very stakeholders they will now champion.
Consider a few of the signatories:
— Amazon.com Inc. and Apple Inc.: Two of the most valuable companies in the world are famously effective at using various tax dodges to avoid paying their fair share. I can recall when the Internal Revenue Service went after maneuvers that serve no valid business purpose other than tax avoidance. Consider that what isn’t paid in tax by those who avoid them must be made up for by those who do — mostly average Americans who also happen to be customers of these companies.
The share of federal tax revenue paid by corporations has dropped by two-thirds in the past seven decades — from 32% in 1952 to 10% in 2013; and corporate income tax as a share of gross domestic product has fallen from about 6% in 1946 to about 1.5% today.
— Visa Inc., Mastercard Inc. and American Express Co.: Show good faith — working with card-issuing banks as needed — by simplifying the incomprehensible small print in the cardholder agreement and spell out in clear language the terms and penalties for late payment. Second, do the same for mandatory arbitration clauses that take away the right of customers to seek redress in public courts.
— Ameriprise Financial Inc., Morgan Stanley and Principal Financial Group Inc: The brokers and insurers on the list have been zealous opponents of the fiduciary rule. Instead, they prefer a less stringent rule that allows them to sell products that are better for them than for their customers. Until those firms — and Citigroup Inc. and JPMorgan are in this group — embrace a higher duty of care, their gestures toward stakeholders are hollow. Oh, and they should drop the requirement that customers agree to mandatory arbitration clauses as one of the conditions for opening a brokerage account.
— Coca Cola Co. and PepsiCo Inc.: For years these companies have been helping the American public achieve record levels of diabetes and obesityby selling health-damaging sugary drinks. They should acknowledge and warn customers of the consequences of consuming too much of their products, and accept the same kinds of taxes and health warnings now affixed to cigarettes.
— Deere & Co.: The maker of farm machinery has led the fight against customers, insisting that they not make repairs to the equipment they own, and denying them access to parts and instructions. Repairs can only be made by Deere service technicians in what has come to be known as a “repair monopoly.” Apple, by the way, does the same thing.
— Walmart Inc. and McDonald’s Corp.: Both were steadfast opponents of increases in minimum wages for years. Although both now offer higher minimum pay, it was only after a tightening labor market forced them to increase wages. But this wasn’t a case of corporate altruism — their stores were messy and employees were sullen, and pay increases were part of plans to keep ill-treated customers from defecting. (McDonald’s is not a signatory to the Roundtable memo).
For the Roundtable commitment to be meaningful, the signatories are going to have to alter their behavior in ways large and small, and maybe even in ways that aren’t always optimal for maximizing short-term profits. Still, we should be encouraged. But the proof will be in the follow through and the actual actions of the Roundtable members.
- In “The Shareholder Value Myth,” Lynn Stout explained how the entire theory is based on a misreading of a 1919 court case — Dodge vs. Ford – at the time, both privately held, non-public companies.