By Robert Reich, August 9, 2014
In recent weeks, the managers, employees, and customers
of a New England chain of supermarkets called “Market Basket” have joined
together to oppose the board of director’s decision earlier in the year to oust
the chain’s popular chief executive, Arthur T. Demoulas.
Their demonstrations and boycotts have emptied most of the chain’s seventy stores.
What was so special about “Arthur T”, as he’s known?
Mainly his business model. He kept prices lower than his competitors, paid his
employees more, and gave them and his managers more authority.
Late last year he
offered customers an additional 4 percent discount, arguing they could use the
money more than the shareholders.
In other words, Arthur T. viewed the company as a joint
enterprise from which everyone should benefit, not just shareholders. Which is why the board fired him.
It’s far from clear who will win this battle. But,
interestingly, we’re beginning to see the Arthur T. business model pop up all
over the place.
Pantagonia, a large apparel manufacturer based in
Ventura, California, has organized itself as a “B-corporation.” That’s a
for-profit company whose articles of incorporation require it to take into
account the interests of workers, the community, and the environment, as well
as shareholders.
The performance of B-corporations according to this
measure is regularly reviewed and certified by a nonprofit entity called B Lab. To date, over 500 companies in sixty industries have
been certified as B-corporations, including the household products firm “Seventh
Generation.”
In addition, 27 states have passed laws allowing companies
to incorporate as “benefit corporations.” This gives directors legal protection
to consider the interests of all stakeholders rather than just the shareholders
who elected them.
We may be
witnessing the beginning of a return to a form of capitalism that was taken for
granted in America sixty years ago.
Then, most CEOs
assumed they were responsible for all their stakeholders.
“The job of management,” proclaimed Frank Abrams,
chairman of Standard Oil of New Jersey, in 1951, “is to maintain an equitable
and working balance among the claims of the various directly interested groups …
stockholders, employees, customers, and the public at large.”
Johnson &
Johnson publicly stated that its “first responsibility” was to patients,
doctors, and nurses, and not to investors.
What changed? In
the 1980s, corporate raiders began mounting unfriendly takeovers of companies
that could deliver higher returns to their shareholders – if they abandoned
their other stakeholders.
The raiders figured profits would be higher if the
companies fought unions, cut workers’ pay or fired them, automated as many jobs
as possible or moved jobs abroad, shuttered factories, abandoned their
communities, and squeezed their customers.
Although the law didn’t require companies to maximize
shareholder value, shareholders had the legal right to replace directors. The
raiders pushed them to vote out directors who wouldn’t make these changes and
vote in directors who would (or else sell their shares to the raiders, who’d do
the dirty work).
Since then, shareholder capitalism has replaced
stakeholder capitalism. Corporate raiders have morphed into private equity
managers, and unfriendly takeovers are rare. But it’s now assumed corporations
exist only to maximize shareholder returns.
Are we better off? Some argue shareholder capitalism has
proven more efficient. It has moved economic resources to where they’re most
productive, and thereby enabled the economy to grow faster.
By this view, stakeholder capitalism locked up resources
in unproductive ways. CEOs were too complacent. Companies were too fat. They
employed workers they didn’t need, and paid them too much. They were too tied
to their communities.
But maybe,
in retrospect, shareholder capitalism wasn’t all it was cracked up to be. Look
at the flat or declining wages of most Americans, their growing economic
insecurity, and the abandoned communities that litter the nation.
Then look at the
record corporate profits, CEO pay that’s soared into the stratosphere, and Wall
Street’s financial casino (along with its near meltdown in 2008 that imposed
collateral damage on most Americans).
You might conclude we went a bit overboard with
shareholder capitalism.
The directors of “Market Basket” are now considering
selling the company. Arthur T. has made a bid,
but other bidders have offered more. Reportedly, some prospective bidders think
they can squeeze more profits out of the company than Arthur T. did.
But Arthur T. may have known something about how to
run a business that made it successful in a larger sense.
Only some of us
are corporate shareholders, and
shareholders have won big in America over the last three decades. But we’re all stakeholders in
the American economy, and many stakeholders have done miserably.
Maybe a bit more stakeholder capitalism is in order.
