Nick, Goldy, and their guests William Lazonick and Lenore Palladino explain why “shareholder value maximization” is the world’s dumbest idea.

William Lazonick: Professor of economics at University of Massachusetts Lowell, visiting Professor at University of Ljubljana, professeur associé at Institut Mines-Télécom in Paris, and professorial research associate, SOAS, University of London. His book ‘Sustainable Prosperity in the New Economy? Business Organization and High-Tech Employment in the United States’ won the 2010 Schumpeter Prize, and he has written extensively on corporate profits.

Twitter: @Lazonick

Lenore Palladino: Senior Economist and Policy Counsel at the Roosevelt Institute, where she brings expertise to Roosevelt’s work on inequality and finance. Her research and writing focuses on financial reform, financial taxation, labor rights, and financial crises. Her publications have appeared in The Nation, The New Republic, State Tax Notes, and other venues.

Twitter: @lenorepalladino

Further reading:

Stock buybacks: From retain-and reinvest to downsize-and-distribute


https://hbr.org/2014/09/profits-without-prosperity/

Ending Shareholder Primacy in Corporate Governance

Rewriting the Rules to Take Aim at Stock Buybacks and Force Companies to Invest in Their Workers: The STOP Walmart Act

What Wells Fargo’s $40.6 Billion in Stock Buybacks Could Have Meant for Its Employees and Customers

Towards ‘Accountable Capitalism’: Remaking Corporate Law through Stakeholder Governance

TRANSCRIPT

Speaker 1:                               Corporations are people my friend. We can raise taxes [crosstalk 00:00:05]. Of course they are. Everything big corporation’s earn ultimately goes to people. Where do you think it goes?

Speaker 2:                               In many companies today and really across the non financial sector, companies are spending upwards of 100% of their profits on shareholder payments.

Speaker 3:                               Pick your thing that would be an investment in the middle class that would allow people to thrive [00:00:30] and allow the economy to grow in a legit was and it will be a diminutus proportion of the amount of money that we spend annually, collectively, on stock buy backs.

Speaker 2:                               We should have the power of the democracy to make sure that the rules that govern corporate behavior serve the broader society.

Speaker 4:                               From the offices of Civic Ventures in downtown Seattle, this is “Pitchfork Economics.” With Nick [00:01:00] Hanauer. It’s like Econ 101 without all the B.S.

David:                                        I’m David Goldstein, Senior Fellow at Civic Ventures.

Nick:                                           I’m Nick Hanauer, Founder of Civic Ventures.

David:                                        So Nick, I want to talk to you about the world’s dumbest idea.

Nick:                                           [00:01:30] That must be shareholder value maximization.

David:                                        Right. So, that was the title of a great piece by the investor, James Montier, he called shareholder maximization, “The world’s dumbest idea.” In 30 seconds, why?

Nick:                                           So shareholder value maximization is the notion that the only purpose of the corporation is to enrich shareholders. And the idea has a long legacy that you can connect from neo- [00:02:00] classical economics and some of the underlying assumptions of economic and equilibrium theory to the neo-liberal economist, Milton Friedman. Who wrote a very famous editorial in 1970 where he claimed, “There is one and only one social responsibility of business, to use its resources and engage in activities designed to increase its profits.”

David:                                        And to be clear, at the time in 1970, people thought he was [00:02:30] crazy because that was not the norm.

Nick:                                           Right. The norm had been for a long time because corporations were granted limited liability by the society, they had a responsibility broadly back to that society.

David:                                        It’s a privilege.

Nick:                                           It’s is a privilege [crosstalk 00:02:45]. And that corporations owed responsibility of course to shareholders, but after their customers, after their workers and after their communities that shareholders in fact, deserved a fair return, but not more. But Friedman’s [00:03:00] assertion and then a bunch of efforts, economists, Jensen and Meckling argued that basically there was only one responsibility which is to get executives focused on increasing shareholder wealth and if you did, everything else would follow.

David:                                        Because of the invisible hand.

Nick:                                           More or less.

David:                                        It’s magic.

Nick:                                           It is this magical neo-liberal principle that if you just do that, the markets will be very efficient and more prosperity would be generated for all and so on and so forth. And that idea was [00:03:30] adopted in a very widespread way. Both because no one offered really a compelling counter theory, but being honest, if you are an executive or a shareholder, the idea that you are serving the public interest by narrowly serving your own self interest, is extremely appealing. Who wouldn’t want to believe that? That the richer I get, the better it will be for you. And so not surprisingly, that view was adopted quickly [00:04:00] across the business community and is in fact now being taught in business schools. They’re churning out people from the Harvard Business School who believe that their only social responsibility is to themselves. What could go wrong?

David:                                        But let’s talk a bit about how corrupting this is because if you are a CEO and your compensation is largely in stock as it is today, and your stock price is largely judged by Wall Street in terms of EPS, Earnings Per Share, well there [00:04:30] are two ways to increase Earnings Per Share.

One is the old fashioned way.

Nick:                                           To make better products and services.

David:                                        Increase your company gross, investing, growing your company. And you grow your earnings, but that’s risky because you may or may not succeed at that.

Nick:                                           It turns out that’s quite hard to do.

David:                                        Right. The other way is to buy back your shares, reduce the number of shares. That too will increase earnings per share and that, you just look at a calculator, that’s a sure fire thing.

Nick:                                           It is. It’s [00:05:00] not very hard. Anybody can do that.

David:                                        So most CEO’s, which one do they lean to?

Nick:                                           Yeah. The latter. Obviously. Because building better products and services is a very difficult task. Buying your own shares back is a very easy task. And there’s another element at play here, which is that in a world where employees, particularly executives are granted lots of shares as compensation, there’s continuing dilutions of the overall shares right? And what [00:05:30] that does is puts pressure on the other shareholders, but of course if you’re buying all the stock back, then all the dilution disappears and everybody’s happy.

David:                                        Except for their workers who have seen their wages stagnant or decline [crosstalk 00:05:45] past 40 years. During the era of what? Shareholder value maximization.

Nick:                                           And that’s why we call it the world’s dumbest idea.

David:                                        Well, to delve deeper into the evils of stock buy backs, today we get to talk [00:06:00] to Dr. William Lazonick. Who actually really pioneered the analysis of the size of stock buy backs and their effect on the overall economy.

All right. So Dr. Lazonick, you are the nation’s leading expert on the pernicious practice of stock buy backs, but for our listeners, give a summary. What is it, [00:06:30] where did it come from and how big is it? And so on and so forth.

William:                                   Okay. Well, so companies when they go public, they issue shares on the market. Typically the reason they issue shares is so that people who have invested in the company can take their money out and managers can run the company and hopefully grow the company through reinvesting the profits when they make their profits. And traditionally, of course [00:07:00] if you want people to hold shares, you want to give them a yield. They can either get that through dividends if you can afford to pay them, or though selling the shares at a higher price at a later point in time.

And up until about the 1980’s, that was basically what it was all about. And they were reinvesting the rest of the money into the company [00:07:30] for capital equipment and for people. Which includes giving them employment security, pay raises, benefits and basically that’s how we got a middle class in the United States. And the expanding middle class post World War II by what I call retain and reinvest. The companies would make profits, retain earnings, reinvest. But, what changed things was basically Ronal Regan getting elected on a platform of [00:08:00] deregulation. Getting a guy from Wall Street named John Shad to be the Chair of the SEC. Securities Exchange Commission. He believed in Chicago economics and the more money sloshing around in capital markets, that that was capital formation.

But that was the view that then captured very quickly the SEC and in November of 1982, passed a rule, adopted [00:08:30] a rule called Rule 10B-18 which said that on any single day, a company could do up to 25% of it’s average daily trading volume on a single day and not only not be charged with manipulation, but have a safe harbor against being charged with manipulation. Which meant that even if you exceeded that, you weren’t necessarily manipulating the stock market, which in fact, you were.

David:                                        Which is by the way, Professor Lazonick, [00:09:00] that is the whole point of buying back your stock is to increase your share price.

William:                                   Yeah. When you’re doing open market repurchases, you’re trying to in general, increase your stock price and that also with the emerging ideology that companies should be run for shareholder value, which really only started getting articulated in the mid 1980’s [00:09:30] after this rule was adopted. But it’s not even capital that’s being distributed, it’s just finance. This also then linked up with ways in which companies were paying their executives. And executives got them at least to buy into this notion of shareholder value and doing stock repurchases. Even though I think any executives who knows anything about the company their running, maybe some of them don’t anymore, but anyone who does, knows that [00:10:00] those shareholders don’t matter.

That they’re just people who are households who are buying and selling shares. Some of them very rich, but they have nothing to do with running the company and that if you’re gonna run the company, you have to retain your profits, retain your people, engage in learning, which is what innovation is all about. And that this undermines the process. But, by putting out this ideology of creating value for shareholders, unlocking shareholder [00:10:30] value, calling shareholders, investors. Everything not only that you hear, every minute on a station like CNBC and others, but most people actually believe that’s what’s ended up happening.

David:                                        Am I correct in understanding that there’s actually a net equity … A negative, equity flow out of the stock markets that the amount of raised [00:11:00] in IPO’s is less than the amount of money returned in stock repurchases?

William:                                   Yeah. Money raised from, so on the plus side, it was the IPO’s the secondary issues, which are not all that important and then on the negative side, there are only three things I think should be in there. Buy backs, cash that’s used to apply our companies, but that takes stock off the market [00:11:30] and [inaudible 00:11:31]. Anyway, the point that I make out of that is that companies are funding the stock market, not vice versa in aggregate. And of course that’s in aggregate because there are companies, I just wrote … New York Times opted on Amazon [inaudible 00:11:47] and out, it’s going to be what it is by being a retain and reinvest company.

And other companies like IBM are going to downsize and distribute, they call it. So [00:12:00] there are companies within the aggregate that are building up other capabilities and that’s where you see where competitive advantage comes from. Potential for higher wages come from, etc. But when you look across all the whole set of companies, you see that more of them are much more leaning toward financialization than innovation. That’s just taking money [00:12:30] out and particularly using buy backs on top of dividends and not instead of dividends.

David:                                        Right. Literally, taking a giant trillion dollar ball of cash and passing it back and forth between company treasuries and Wall Street. Where a bunch of executives make a little bit more and the financial services industry makes a little bit more, but no social utility is created with that money. And all of that money in turn could be used for increasing wages. It could be used for investments [00:13:00] in R&D. It could be used for our nation’s infrastructure, it could be used for any of these things. It would genuinely increase our productive capacity, genuinely increase our capacity to innovate and to grow. Genuinely improve people’s lives through higher wages and it’s just this glaring example of grift in the modern … In what passes for our modern capitalist [00:13:30] society. And I think that’s the reason I think that our listeners should care so much about this issue and understand it [crosstalk 00:13:38]. Stock buy backs are how you know the trickle downers are lying. That [crosstalk 00:13:49].

William:                                   Everybody is saying the price of this. When your listeners pay taxes, the government is, and should be doing a lot more, but it is investing in infrastructure [00:14:00] and knowledge. Companies use this and if we get a decent tax rate from the companies, then we can continue to do this. We don’t have to borrow to do it. But the companies claim they need all this money to reinvest and then we just look and see what they’re doing with this money. And we can look at company level, we can look in more aggregate. And then workers I think … Yeah, they’re not getting [00:14:30] the kind of employment security the kind of benefits, the kind of wage increases that they could get could. And that’s where rising standards of living come from. They don’t come from shortage of labor in the labor market. Because companies will find ways to deal with that. They come from actually companies wanting to share the gains with the workers. The good companies do this and then other companies have to figure out how to operate in a higher [00:15:00] wage environment. And that’s not happening.

That’s why even in this boom, with labor markets tightening for low paid labor, wages aren’t moving. Because people are still afraid of losing their jobs and companies have all the power in this and they have no interest in trying to keep the workers happy. No sense of responsibility toward the workers. And [00:15:30] it’s not a matter of just responsibility because you want people to be paid higher. I mean people are going to work everyday and making those companies productive and then the money is flowing out to the people who matter least. And of course there’s a whole ideology nested around in that that says that’s what makes an economy [crosstalk 00:15:45]-

David:                                        And you made this comment earlier, I think I want to draw out on it. When you say the people who matter least, to be clear, you’re saying that shareholders are not investors.

William:                                   They’re not investors. [00:16:00] In a country like the United States, the stock market is actually not a institution that has ever really been used in the United States for direct investment. Venture capitalists call an IPO an exit strategy. I mean it’s a way of taking your money out and then leaving people who can hopefully know how to run the company in control. Even going back to the early 20th century and the separation of ownership control that Berle and Means noted in their [00:16:30] classic 1932 book. That was not because companies needed to go to the stock market to get capital, it was because companies had the owner, entrepreneurs and needed to get them out of the way so that the managers that they had brought in to run the companies could run these very complicated companies. It’s what someone I work with in the … Alfred Chandler, called the Managerial Revolution, that’s American history.

So stock market has [00:17:00] never been an important source of funding for companies and often when it is a source of funding for companies like with many bio tech companies which are 15 minutes from where I’m sitting right now, they’re going on the market with no product and it’s totally speculative and the people who are buying and selling the shares aren’t gonna wait for a product to be produced. But that’s not … The notion that people have of the stock market as being the way [00:17:30] you raise capital is nonsense in terms of the actual functioning of the market.

David:                                        That’s right. And again, I think the reason your research has been so useful is that it makes a lie out of one of the most important sort of fixtures of the liberalism and trickle down economics. This thing that we have embedded in people’s heads, which is that more corporate [00:18:00] profits are an unalloyed good and when companies earn huge amounts of profits, that benefits everybody because those profits are reinvested in growth and wages and innovation and so on and so forth. And again, what your research reveals is that when you add on stock buy backs to dividends, 90+% of corporate profits [00:18:30] are simply returned to the richest people. Leaving only a few percent to actually be invested back in the country. And so the idea that we can’t tax corporations more, tax rich people more that somehow constraining their after tax income will harm growth, just becomes a ridiculous lie. And that line of research I think has been a great service to the country and to our understanding. A real understanding [00:19:00] of economics.

Well, thank you very much for your time and your work on this, Professor Lazonick. So thank you so much for spending time with us. We really appreciate it.

William:                                   Yeah. Yeah. Bye.

David:                                        Bye.

So Nick, I think it was great to get from Professor Lazonick both this explanation of what stock buy backs are and this history of how we got there, that it wasn’t actually the way we always did it, but for me, [00:19:30] the more important explanation from him was making this distinction between shareholding and investing.

Nick:                                           Correct.

David:                                        That for most people, it’s not really the same thing.

Nick:                                           Yeah, and I think that’s a really good point having participated in the stock market a bunch, as a company founder, the stock market definitely did create economic utility for us by allowing us to raise capital to expand the businesses [00:20:00] that we created. But once that initial public offering was over, the idea that people who were investing in our company were investing in our company, or buying in our shares, were investing in our company is simply not true. We don’t get that money. Those shares are swapped between basically individuals and institutions. And when you look at the raw numbers, what you discover as Professor Lazonick pointed out is that [00:20:30] the stock market really isn’t a place that puts money into the economy. In many ways, it’s a place where people pull money out of the economy.

David:                                        Right. As he said, it turns out companies are funding the stock market, not the other way around. And there’s this big distinction between you and me in many ways, but as a venture capitalist, you’re founding companies, you’re providing capital to start up a company. When I buy stock in my [00:21:00] piddling, individual retirement account, I’m not investing. I’m speculating.

Nick:                                           Yes.

David:                                        Correct? When I buy Apple or whatever company, they’re not getting my money.

Nick:                                           You’re definitely not helping them open the next factory. Although the market capitalization that the demand for their stock creates, does create the opportunity for them to raise money to open factories.

David:                                        They don’t need to. When they’re doing 70 some billion dollars [00:21:30] worth of stock buy backs a year, they don’t actually need to go to the [crosstalk 00:21:35] market to raise capital.

Nick:                                           As do most companies. And you know there is this really interesting, but complex distinction between finance and capital.

David:                                        Right.

Nick:                                           And the distinction between the stock market and the economy. And these two things, they’re having less and less to do with one another. That how [00:22:00] the stock market does has a very small impact on the lives of most Americans. Obviously, when it goes up, it makes rich people richer because they’re the ones that owned all the stock. And that wealth of course capitalizes a bunch of things that are important in the economy. But, you know a really profound challenge for the country is to figure out how to distinguish between the stock market and the rest of the economy and to build policies [00:22:30] that help people and not just the owners of lots of stock.

David:                                        And this gets to a theme of this whole podcast, in all our episodes, which is why narrative is so important. If you think that the purpose of the corporation is to enrich shareholders and you think that share holders are investors so when the shareholder makes money, that just goes back in and makes the economy [00:23:00] grow. Then you’re gonna have certain policies that encourage that, which we’ve had, which has led to this growing crisis of economic inequality. But if you understand as Professor Lazonick explained, that shareholders are actually the least important people to the company. It’s their customers, it’s their employees, it’s their communities that actually make a corporation successful. Then you’re going to have different policies, [00:23:30] different rules and different norms.

Nick:                                           Yeah. Absolutely. And if you confuse the success of a giant hedge fund that does nothing but trade shares in stocks for the company itself and the products it makes, then you will definitely confuse what the purpose of the economy is and what policies should be to make the economy grow and do better.

David:                                        Bad stories, leads to bad economies.

Sarah:                                        [00:24:00] So if this story sucks, let’s tell a different one. It takes place here in the U.S., around 1790. Hi, my name’s Sarah Leibovitz and I’m a Producer on Pitchfork Economics. So the Revolutionary War is just ended pretty recently and spoiler alert, we won. Yeah. That’s awesome. But it also left behind a whole lot of questions [00:24:30] on how to run a country, how to form a democracy. I know you’ve seen Hamilton, you know how contentious it was in the room where it happened.

And one of the many, many choices that the new state legislatures were having to make is what to do with corporations. Corporations in the U.S. had existed prior to the Revolutionary War and had as made sense, followed British rules, which at least from Britain’s perspective, were pretty fair. Companies had only [00:25:00] recently started to be seen as money making endeavors. Before the 17th century, they’d been considered not for profit entities that did things like build institutions. Like hospitals and universities. Stuff that actually served the public and when they did those kind of things, it was through a charter with the local government. That charter would detail out what they were going to do and how it was going to be done. And if they fucked up or stepped out of line, that charter meant that they could be punished.

By the time [00:25:30] the 17th century rolled around, corporations had made the swap from non profit to well, profit. But the charter had remained that means that companies still had to basically justify their existence. They were giving rules and limitations and had to prove that they were worthy of serving the British public. It just so happened that what served the British public best at that time were corporations that furthered their reaches of colonialism through control of resources, trade territory. You know all [00:26:00] the stuff that say, some upstarts with ideas about democracy, might not be super happy about.

So back to the 1790’s, these new legislators are stuck with a decision. To they hold on to Britain’s way of doing things or make a free market for corporations? And for once, they stuck with Britain. Because for all that it may have sucked for the Americans, it was obvious that those charters did in fact benefit the U.K. [00:26:30] So, companies were formed with specific purposes in mind. They dug canals or built bridges. And perhaps, most importantly, they had time limits. A charter lasted between 10 and 40 years. And once their time was up or the task they had been created for was completed, they were terminated. They also, glory upon glories, prohibited any corporate participation in the political process. Imagine. What a time to be alive. I mean, very few [00:27:00] people had real toilets, but still. Imagine those charters.

So what happened? How did we end up here? Well, as Goldie said, the story changed. And pretty quickly too. In 1776, Adam Smith, who’s widely considered the father of free trade theories, stated that the pretense that corporations are necessary [00:27:30] to better the government is without foundation. By 1886, a U.S. court had recognized the corporation as a natural person under law. The 14th Amendment to the Constitution, “No state shall deprive any person of life, liberty or property.” Which had been adopted to protect emancipated slaves in the hostile South. Was used to defend corporations and strike down regulations. And after that, things just kept slipping.

Those charters [00:28:00] before had meant that even though a lot of corporations admittedly had a monopoly on things like ditch digging or railroad building, they had time limits. They weren’t in control of sections of the economy forever. And they had a responsibility to more than just their investors. They had a duty to fulfill to the government and presumably, to it’s people. When the court gave corporations the same rights as people, it shifted the narrative. It switched the focus from how corporations [00:28:30] can help us to how we can help and protect them. Because morally, we’ve always known we had a duty to help our fellow people. It’s just a matter of what a person actually is.

David:                                        So to learn a little bit more about the scope of the problem and a bad story has led to bad outcomes, we talked to Lenore Palladino from the Roosevelt Institute about [00:29:00] the difference between shareholders and stakeholders.

Hello Lenore.

Lenore:                                     Hi.

David:                                        Hi. This is David Goldstein and-

Nick:                                           This is Nick Hanauer here.

David:                                        How are you Lenore?

Lenore:                                     Fine. How are you [crosstalk 00:29:16]. Glad to meet you. So my name is Lenore Palladino and I’m a Senior Economist and Policy Counselor at the Roosevelt Institute.

David:                                        So you know, Nick has been talking about stock buy backs for the past four years. And [00:29:30] sometimes we get pushback, oh that’s just sour grapes or who cares? What does that have to do with inequality? We’re hoping you might be able to explain the connection between stock buy backs and our growing crisis of economic inequality.

Lenore:                                     Sure. It’s a great question. So you know stock buy backs are I think one of the best examples of the broader problem we have today of what we can call shareholder primacy. Shareholder primacy [00:30:00] is this idea that the whole purpose of corporations is to make as much money for shareholders as possible. The idea is that shareholders are really the only group kind of within this set of stakeholders that make corporations profitable. That matter. Right? So what that means is that there’s tremendous pressure to cut all other costs in order to maximize shareholder wealth.

So what does this mean for shareholder buy backs? And what does this mean for workers? That means that companies are spending [00:30:30] as of 2018, upwards of one trillion dollars on stock buy backs, which are a simple way that they can raise their share prices quickly without having to invest in attracting more customers or building better products. At the same time, they have to find a sway to pay for these stock buy backs. So they’re holding down worker pay, they’re outsourcing employees and generally contributing to the broader problems of economic inequality that we see today.

Nick:                                           So Lenore, what do the [00:31:00] most recent figures for the proportion of corporate profits that are now being devoted to stock buy backs?

Lenore:                                     In many companies today, and really across the non financial sector, companies are spending upwards of 100% of their profits on shareholder payments. So shareholder payments is both stock buy backs and dividends, which is of course the longer term way to return [00:31:30] money to shareholders. But stock buy backs have been increasing tremendously over the last couple of decades as a way that corporations reward shareholders. And we’re seeing in some cases, even spending of over 100%, which means that companies are borrowing to actually pay for stock buy backs.

And we’re still getting the data from 2018, you know 2018 was kind of a crazy year. Post the Trump tax reform, where companies [00:32:00] went on a spending bonanza. So you couldn’t read a newspaper without seeing a new announcement of some tremendous amount of money being spent by a company on stock buy backs. And one of my worries is, we’re seeing all this money spent, but companies can’t get it back when there’s a downturn right? So once we see some kind of recession or financial crisis in coming years, companies could have used this money to really shore up their actual [00:32:30] businesses for those inevitable downturns or to support workers to become more prosperous, greater contributors to the long term prosperity of the companies. And we’re just not seeing that. We’re seeing wages, stagnant for the last 40 years.

David:                                        It’s ironic because we’ve heard CEO’s complain for years about a so called skills gap and it used to be that corporate America would invest in training and retraining their employees. If [00:33:00] they’re spending 100% of their profits on shareholders, there isn’t that money to close that skills gap internally.

Lenore:                                     Um. Hmm (affirmative). And I’ll give you one example. You know well, Wells Fargo, scandal plagued company has had a really disastrous relations with it’s customers over the last couple of years, last year alone, they authorized 40 billion dollars in stock buy backs. At the same time, they announced they were going to lay off [00:33:30] 10% of their workforce over the last couple of years. So if you look at that and you think, this is company that’s been dealing with so many other troubles, they must have a need for everyone from customer service reps to people to help the bank recover it’s standing with the customer’s it’s harmed and the broader public that it’s harmed. But instead, what it’s doing is taking tremendous amounts of cash in order to reward shareholders in the short term perhaps [00:34:00] propping up a stock price that might have otherwise fallen and then at the same time, turning around and laying off 10% of it’s workforce.

David:                                        So let’s talk about a corporate arms control treaty. Obviously the inevitable consequence of an invisible hand. The stock buy backs are a result of the rules and laws we have in place. What kind of solutions can we do to change both the culture and the [00:34:30] actual habits of corporate America.

Lenore:                                     Yeah. I believe and I know that you believe that what actually needs to happen is a more fundamental reorientation away from shareholder primacy. Away from this idea that the whole purpose of corporations is to make as much money for shareholders as possible. Let everything else be damned. And when I think about the fact that corporations are really creatures of public permission. [00:35:00] Right? A corporation can’t operate a business with all the tremendous privileges that it has until it gets that stamp on it’s Articles of Incorporation from the Government. Right? Of whatever state it’s incorporating in. We should have the power as a democracy to make sure that the rules that govern corporate behavior serve the broader society.

And that I think includes being profitable and making money for investors. But I think it also includes having [00:35:30] a model for corporate decision making and corporate voice where the other stakeholders who also contribute to the prosperity and the success of the corporation are part of that decision making. So I’m very much intrigued and excited by ideas of stakeholder governance really replacing shareholder primacy as our model for governance.

David:                                        So what might that look like?

Lenore:                                     It would like perhaps workers and even other groups of stakeholders, you can imagine customers, suppliers, representatives of [00:36:00] the public, voting for the board. It looks like changing the words fiduciary duty to run to all stakeholders which just means that boards have a duty of care and loyalty to think about how the decisions they’re making are going to affect their employees. As opposed to just thinking about how the decisions are going to affect their shareholders. It could mean as folks are exploring in other countries, really reshaping the idea of corporate [00:36:30] purpose so that corporate purposes has to include a materially positive effect on society. Now how you measure that, how you litigate around that, I think there’s incredible questions about what this model would mean in the 21st century.

But, we know that shareholder primacy isn’t working. I think it’s driving further and further, not only economic inequality, but all of the social upheavals, all of the disasters of climate change. So much is this is driven by this core idea [00:37:00] that we need to maximize shareholder wealth and not care about the rest of the impacts of business. I think it’s really time to move on to a better model. And I think there’s a tremendous moment right now where a lot of different people are raising this idea. So you have everything from Senator Elizabeth Warren with the Countable Capitalism Act to Martin Wolf and the Financial Times. You have worker organizing, worker justice groups around the U.S. who are challenging shareholder primacy in a new way.

So I think we’re [00:37:30] in this sort of wild political moment where old ideas are able to emerge in new ways and I really think that challenging shareholder primacy and replacing it with a better multi stakeholder model is going to be one of those ideas that emerges.

Nick:                                           The one thing I do love about stock buy backs is that it is the thing that gives you permission to believe that almost everything good for the middle class you [00:38:00] could pay for if you wanted to. In other words, it would cost about 100 billion dollars a year to make college affordable.

David:                                        Less than that. About 60, 70 billion dollars a year to make public community … Community colleges and public universities tuition free.

Nick:                                           Okay. It would … I believe that the infrastructure deficit in the country is in the range today of four trillion dollars a year.

David:                                        We could handle that over [00:38:30] a decade or two.

Nick:                                           Four years and you’ve basically rebuilt every bridge, road and airport in America. You know, pick your thing that would be an investment in the middle class that would allow people to thrive and the economy to grow in a legit way. And it will be a diminutus proportion of the amount of money that we spend annually, collectively on stock buy backs. Which are creating essentially no value, whatsoever in the country, other than enriching the few.

And [00:39:00] so in that sense, it is a very handy thing to be able to point to, to say actually we can’t afford to do that. We just have chosen to spend all this money and this different and much less value creating way.

Lenore:                                     Yeah, and I’ve taken that also down to the level of the particular corporation. And been doing some calculations just to look at how if you took how much companies are spending on stock buy backs, what that would actually mean for workers. Not that if we ban [00:39:30] buy backs tomorrow, companies will benevolently simply grant all that money to workers. But to try to grasp the scales of the problem. Exactly as you’re saying.

I looked at Wal Mart for example, because it’s our largest, private employer in the country. And it’s workers are notoriously low paid. If you took for example, 10 billion of the authorization of 20 billion that they made in late 2017 and you divide it by the one million hourly [00:40:00] workers, that translates to a raise of $5.66 an hour. Now for a full time worker at Wal Mart, they’re making about $19,000 a year, give or take. Going from that starting wage of $11.00 an hour to almost $16.00 an hour, takes them up to almost $30,000 a year. For a working family in America, that’s a tremendous change. Going from $20,000 a year to $30,000 a year.

David:                                        Now you don’t need food stamps. And other public subsidies.

Lenore:                                     Exactly. [00:40:30] Yep. So they’re a horrible drain really on the ability of working people to live decent lives. To be able to participate in this moment of great economic prosperity if you happen to be a wealthy, white household who owns a lot of shares. Things could be different. And workers contribute … Employees contribute so much to the firm’s growth and ability to make profit. That it seems crazy to say that they as a group shouldn’t participate [00:41:00] in what the firms are creating, what the companies are creating.

Nick:                                           Or more to the point, in most states in the country, the biggest of recipients of food stamps and other public subsidies are Wal Mart workers.

Lenore:                                     Um. Hmm (affirmative). Yep.

Nick:                                           Because they’re very low paid. And it seems self evident to me that no corporation should be allowed to do stock buy backs if any of their employees are on the dole. Right? Are getting public assistance. Tax payer [00:41:30] assistance. It’s just the most egregious example of parasitism that you could imagine. And for my own part, I remain fully committed to capitalism, but I really do believe that a minimum standard for an industry or a company is to operate in a way that makes sure that every single person who works for you can live in economic security and dignity without getting public assistance. And [00:42:00] honestly, if as a company you can’t figure out how to do that, then you should probably go find another line of work.

Lenore:                                     Well, and I think we have to look at who’s benefiting from stock buy backs. Because obviously the general argument is that they benefit shareholders and that’s certainly true. But in some cases, though not all, it’s corporate insiders [crosstalk 00:42:22], executives maybe even directors who are benefiting personally from the buy back programs that they institute. [00:42:30] And so that in some ways is the most perverse result of these. The justification for them is all about shareholders who invest. But shareholders don’t actually know when the buy backs are actually taking place. It’s only the people inside the company who are sending the email to the broker to execute the buy back that know when it’s actually happening.

And we should know too that the U.S. is an outlier in terms of the rules that govern buy backs. We have this sort of crazy regulator regime around them, but most [00:43:00] onther advanced ecomonies have much more of what I call sort of sensible rules that limti them to a certain level. Don’t allow insiders to benefit personally and they have consequently much lower levels of buy backs. And even in the very short term, there’s sort of straightfoward policies that can be put in place to really reign these things in.

David:                                        All right. Well thank you for your time.

Nick:                                           Yeah, this is great Lenore.

Lenore:                                     Thank you.

David:                                        Thank you so much for joining us.

Lenore:                                     Thank you so much.

David:                                        Okay. We’ll talk soon.

Lenore:                                     Great.

David:                                        Bye.

Lenore:                                     [00:43:30] Take care. Bye.

David:                                        So Nick, a trillion dollars a year, almost a 100% of corporate profits going back to shareholders in the form of stock buy backs and dividends. That’s a little distressing.

Nick:                                           It is distressing. But it’s an extraordinarily important thing for people to know because again, one of the anchor claims of [00:44:00] trickle down economics and the liberalism is this idea that the more profitable corporations are, the more jobs that will be created and the better off everyone else will be and the more investment that’s created. And there’s this sort of enduring idea that the lower taxes are in corporations, the more money they will invest and make everyone better off and all of that turns out to be bullshit. Just a straight up lie. That [00:44:30] in fact, what most companies are doing is simply enriching shareholders and executives with profits that they’re making. And it’s super important for people to recognize that so that they see that when polices ask corporations and rich people to pay more in taxes or more than their fair share, that isn’t actually going to crush the economy. What it may do is make the price of Picasso’s go down a little bit. But that’s about [00:45:00] it.

David:                                        so I think that gets to our good news from our conversations is that while we’ve been doing things wrong for 40 years, there’s a … It was actually a choice. That we didn’t always run corporations with the idea that their only purpose was to enrich shareholders. And we don’t have to continue to have to run corporations like that. New ideas lead to new policies.

Nick:                                           Correct. And we certainly didn’t use to devote most of the profits of corporations [00:45:30] to stock buy backs. And all of this could be reversed. We could reestablish reasonable laws and norms and start building an economy that worked for everybody again.

David:                                        So on our next episode, we’re gonna continue this conversation on stock buy backs, the purpose of the corporation, other associated topics with our friend, Senator Cory Booker. Super excited to have him on the show.

Speaker 3:                               ” [00:46:00] Pitchfork Economics” is produced by Civic Ventures. The magic happens in Seattle in partnership with Larj Media That’s Larj Media and the Young Turks network. Find us on Twitter and Facebook at Civic Action and follow our writing on Medium at Civic Skunkworks. And you should also follow Nick Hanauer on Twitter [00:46:30] at Nick Hanauer. As always, a big thank you to our guests and thank you to our team at Civic Ventures.

Nick Hanauer, Zack Silk, Jasmin Weaver, Jessyn Farrell, Stephanie Ervin, David Goldstein, Paul Constant, Nick Casella and Annie Fadely. Thanks for listening.

 

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