The answer, obviously, is yes. The question now is what form those increased rights will take, and what the consequences will be for publicly-traded companies and their management. Tara Siegel Bernard at the New York Times penned an interesting article about Shareholder Democracy in which she addressed some of the salient issues (see Voting Your Shares May Start to Matter).

What would happen if all the small investors banded together and cast their ballots during proxy season, the time of year when all shareholders get to vote on corporate issues? How much of an impact would they have?

Until recently, the votes of small investors — the ones who didn’t just throw their ballots in the trash — were largely meaningless. Even if they were angry about soaring executive pay and risky business practices, there was little they could do.

Sure, in theory, investors could vote for the people who serve on the board, many of whom are paid handsomely to oversee management and set executive pay. But investors don’t have any say on the nominees. Nor do they have much of a real choice even if they do vote. Say you withhold a vote for a candidate running uncontested. It doesn’t matter, since directors can win without a majority.

And if you chose not to vote? Your broker is allowed to cast your ballot without your permission, and brokers typically vote in line with management.

So much for shareholder democracy.

But the tide is beginning to turn, albeit slightly. In recent years, more companies have adopted a “majority rules” requirement…And starting this year, brokers can no longer vote shares held in their customers’ accounts without permission.

Investors would also stand to benefit from the so-called Shareholder Bill of Rights, legislation proposed by Senator Charles Schumer of New York and Senator Maria Cantwell of Washington…

One provision…would make it easier for certain investors to nominate independent directors to corporate boards, or what is known as proxy access.

The Senate proposal would [also] require that candidates for director receive at least half the vote in an uncontested election and require all directors to face re-election annually (unless shareholders approve otherwise). It would also give shareholders a so-called say on pay, which is a nonbinding vote on executive compensation practices.

More companies are beginning to do this voluntarily, and corporate governance experts say these votes can actually help curb excessive pay.

I am generally supportive of increasing shareholder rights. After all, shareholders are the rightful owners of the corporation, and as such, deserve to have a say in its direction.

That said however, and as I have argued before, we have to be careful what kinds of rights we bestow to what kinds of shareholders, …especially those we are willing to grant to shareholders of the short-term “trader” variety (see Different Stock Classes). As I pointed out in that post, there is an increasing wedge developing between investor/owners and investor/traders.

Historically, shareholders were individual company owners (often dispersed) who held stock for long periods of time. Today, the picture is quite different. Shareholders are represented less and less by individuals holding stocks for the long-term, but by institutions looking to make a quick buck – buying and selling with incredible frequency. The rise of such “traders” (those who seek to profit from near-term volatility in stock prices) has changed the nature of the system. Whether they be institutional or individual, it seems that there is a large class of traders (not investors) today who are looking to profit from the tiniest movement in share price. These traders are inconsistent with the spirit of the view of the shareholder as owner. They are not really “owners”, and often do not even necessarily care about the survival of the firm. They only care about micro-movements in share price.

To the extent that we end up granting increasing rights to investors of the institutional “trader” variety, we might end up with a system that wreaks havoc for corporations and their management. In the extreme, it could create an environment in which management spends too much time and attention fending off proxy attacks and not enough on the tasks with which “owners” have entrusted them in the first place – running a sound business so as to maximize profit over the long-term.

The Economist ran an interesting article that proposed a solution to short-termism, a serious problem afflicting capitalism (see A Different Class). According to the Economist:

The spectacular collapse of so many big financial firms during the crisis of 2008 has provided new evidence for the belief that stockmarket capitalism is dangerously short-termist. After all, shareholders in publicly traded financial institutions cheered them on as they boosted their short-term profits and share prices by taking risky bets with enormous amounts of borrowed money. Those bets, it turns out, did terrible damage in the longer term, to the firms and their shareholders as well as to the economy as a whole. Shareholders can no longer with a straight face cite the efficient-market hypothesis as evidence that rising share prices are always evidence of better prospects, rather than of an unsustainable bubble.

I guess what the author is suggesting is that if equity market participants could have anticipated the long-term consequences of managerial action of this sort, they would have punished those engaging in such behavior, but they cheered them on by bidding up share prices instead. OK. Fair enough. A lot of ink (pixels?) has been spilled criticizing the efficient market hypothesis on this count.

Nevertheless, I agree that short-termism is a real problem. I’ve written a bit about too, but mostly with respect to how it impacts executive pay (see Revisiting Executive Pay, The Credit Crunch and Executive Pay, or A New Approach to Executive Compensation). I have made the following point, or something closely related, in each these posts:

…let’s not forget about the accounting assumptions about the firm. The standard assumption in accounting is that firms have an infinite lifespan. They are assumed to be around forever. Moreover, in finance we assume that firms should maximize the net present value of all future cash flows. However, there is a fundamental disconnect between some of these assumptions and the state of the world. Although the firm is supposed to be around forever, human beings are not. The average lifespan of the homo sapien is around 70 years. And if you consider the lifespan/tenure of a typical CEO (now less than 4 years), the picture looks even bleaker. This creates a severe incentive problem. If I’m a typical CEO, what incentive do I have to look out for the best long-term interests of my firm? After all, I’ll probably only be around here for a few years. In this sense then, CEO’s have an incentive to increase near-term performance sometimes at the expense of long-term performance.

But I also recognize that the investment environment around the CEO has changed quite drastically, and that the CEO is often making seemingly rational decisions given the structural environment he or she faces coupled with his or her pecuniary incentives. For example, I wrote in Revisiting Executive Pay and echoed in an Op-Ed at the IB Times (see Executive Pay: The Problem is Systemic):

…we need to ask ourselves, “Who are shareholders?” Although seemingly a silly question, the answer has important implications for corporate governance and executive pay. Historically, shareholders were individual company owners (often dispersed) who held stock for long periods of time. Today, the picture is quite different. Shareholders are represented less and less by individuals holding stocks for the long-term, but by institutions looking to make a quick buck – buying and selling with incredible frequency. The rise of such “traders” (those who seek to profit from near-term volatility in stock prices) has changed the nature of the system. Whether they be institutional or individual, it seems that there is a large class of traders (not investors) today who are looking to profit from the tiniest movement in share price. These traders are inconsistent with the spirit of the view of the shareholder as owner. They are not really “owners”, and often do not even necessarily care about the survival of the firm. They only care about micro-movements in share price.

What’s more, with institutions [more] interested in trading than in ownership, the incentives of the institutions align with those of the CEO’s. That is, with institutions looking to make a quick profit, short-termism on the part of the CEO is not only condoned, but sometimes encouraged.

The Economist not only echoes that sentiment, but provides supporting evidence for the changing investor landscape:

In the early 1980s shares traded on the New York Stock Exchange changed hands every three years on average. Nowadays the average tenure [holding shares] is down to about ten months. That helps to explain the growing concern about short-termism.

In the past I offered some ideas for how to deal with the short-termist problem via executive compensation – restricted shares instead of options, board mandates, say on pay, etc. The author of the Economist article proposes an alternative that attacks the problem from the equity-market side via dual-class shares (one set of shares for investor/owners and one set of shares for trader/owners).

If the stockmarket can get wildly out of whack in the short run, companies and investors that base their decisions solely on passing movements in share prices should not be surprised if they pay a penalty over the long term. But what can be done to encourage a longer-term perspective? One idea that is increasingly touted as a solution is to give those investors who keep hold of their shares for a decent length of time more say over the management of a company than mere interlopers hoping to make a quick buck. Shareholders of longer tenure could get extra voting rights, say, or new ones could be barred from voting for a spell.

Dual-class shares are nothing new. Neither are shares with uneven voting rights. However, the evidence thus far is inconclusive with respect to the effectiveness of dual-class and/or vote-differentiated shares on firm performance. If anything, the academic literature suggests that they don’t always work in practice as they are intended in principle. It has been well documented that the holders of shares with greater control (ownership) rights can take advantage of the holders of shares with fewer control rights. Research demonstrates that firms with dual-class shares make decisions that are often not in the best interests of minority shareholders, especially when it comes to private perquisites, compensation, and investments.

That said however, I don’t think this is a reason to dismiss the idea of dual-class shares offhand. I think that the principle underlying the idea is a good one. If we can find some way to build in protections for minority shareholders, or to implement executive compensation plans that provide managers greater incentives to maximize for the long run, there just might be something to it…

Simon Johnson at Baseline Scenario, whose work I’ve immensely enjoyed reading over the years, posted a wonderful excerpt from his testimony before a Congressional panel about how best to put pressure on China to revalue the yuan (see Should We Fear China?).

China is the largest holder of official foreign currency reserves in the world, currently estimated to be worth around $2.4 trillion – an increase of nearly $500 billion in the course of 2009 (on the back of a current account surplus of just under $300 billion, i.e., 5.8 percent of China’s GDP, and a capital account surplus of around $100 billion).  These reserves are accumulated through arguably the largest ever sustained intervention in a foreign exchange market – i.e., through The People’s Bank of China buying dollars and selling renminbi, and thus keeping the renminbi-dollar exchange rate more depreciated than it would be otherwise.

…There is a perception that China’s large dollar holdings confer upon that country some economic or political power vis-à-vis the United States and, in particular, that Chinese reserves prevent us from putting pressure on that country’s authorities to revalue (i.e., appreciate) the renminbi.  This view is incorrect and completely misunderstands the situation.

Simon then provides some compelling evidence for why China’s reserves do not provide it much economic or political leverage vis-à-vis the United States. And because of that, he suggests that the U.S. ought to apply more pressure on China with respect to its mercantilist policies.

There is still an open question of how best to push China to revalue the renminbi.

1. Bilateral negotiations, as championed for example by former Treasury Secretary Paulson, have achieved essentially nothing since 2002.  This is not a promising way forward.

2. The International Monetary Fund (IMF) has proved itself incapable of calling China to account.  The IMF’s much vaunted “Surveillance Decision” is a failure and the general Fund mandate of “multilateral surveillance” has (again) proved to be a paper tiger.  Working with the IMF on this issue is not worth any additional effort by the US government.

He settles for what’s behind door number 3.

3. China is obviously a currency manipulator and should be so labeled by the US Treasury in its next report to Congress.  China’s threat to react by selling Treasuries is – as explained above – at worst a bluff and at best a way to help the US with a depreciation of the dollar.  This bluff should be called.

I largely agree with Simon’s points. China’s posturing with respect to the dollar is largely a bluff. It is obviously not in China’s best interest to sell, or diversify out of, its dollar holdings. Moreover, even if it were to spite itself and follow through on such a plan, it’s not entirely clear that would be such a bad thing for the U.S.

That said however, it’s still unclear to me why China might be willing to reconsider its policy and revalue the yuan. For example, Simon writes:

It is in the interests of both the United States and global economic prosperity that China discontinues its massive intervention in the market for renminbi.

Although I agree that it is in the best long-term interest of the U.S. and other countries throughout the globe for China to revalue its currency, it isn’t entirely clear to me that such a maneuver is in the  near-term interests of China, …or maybe even the global economy.

Think about the short-term shock to the Chinese economy, which depends upon exports for a good portion of its GDP. By many accounts, exports make up some 25% of Chinese GDP. A revaluation of the yuan makes Chinese exports relatively more expensive thereby decreasing foreign demand for Chinese-made goods. This negatively impacts local production and creates a feedback loop through to domestic employment and wages. In the extreme, this threatens social stability, and China is certainly not the poster-child for social stability.

Not only that, but given the foreign interests and investments in China, it is not entirely clear to me that a yuan revaluation that catapults China into recession would not result in a global contagion effect. Supply chains are so interconnected around the globe that an upward price movement for intermediate and finished goods coming out of China could have dire consequences for Western companies that rely on Chinese-sourced goods (just ask Wal*Mart).

So although I agree in principle with Simon’s points, the Chinese government (and by extension, the global economy) finds itself between a rock and a hard place when it comes to the revaluation of the yuan. A sudden revaluation to competitive levels could come with socially and economically undesirable near-term adjustments. I therefore think it’s best we proceed with caution…

For those of you following GM developments, it appears that the sale of Saab to Spyker has now closed (see Spyker Closes Purchase of Saab).

Spyker Cars of the Netherlands closed a deal to buy Saab from General Motors for cash and shares worth $400m, saving the Swedish car brand from closure and ending a sale that has dragged on for more than a year.

Saab said on Tuesday it had exited liquidation proceedings, and that control of the brand had been returned to Jan Ake Jonsson, its chief executive. The carmaker had been in administration since February 2009, when GM said it planned to sell or wind it down as it prepared to file for bankruptcy protection in the U.S.

The deal…will save 3,400 jobs at Saab’s operations in Sweden and more at its 1,100 dealers. Saab and Spyker will now operate as sister companies under the umbrella of Euronext-listed Spyker Cars NV.

In other GM news, the agreed upon deal to sell Hummer to Sichuan Tengzhong Heavy Industrial Machines of China has fallen through (see GM to Close Hummer After Sale Fails).

General Motors said on Wednesday that it would shut down Hummer, the brand of big sport utility vehicles that became synonymous with the term gas guzzler, after a deal to sell it to a Chinese manufacturer fell apart.

The buyer, Sichuan Tengzhong Heavy Industrial Machines, said in a statement that it had withdrawn its bid because it was unable to receive approval from the Chinese government…

Tight financial markets also hurt the deal. When the commerce ministry did not bless the transaction, the well-capitalized Chinese banks became reluctant to lend money…

Interesting. Although Saab is certainly the more promising of the two GM castoffs, if you would have told me as little as six months ago that the Saab deal would close and the Hummer deal would collapse, I would probably have laughed it off as the low probability outcome.

GM was having real difficulty finding a buyer for Saab. The process was fraught with several starts and stops, included various “interested” buyers (e.g., Koenigsegg, Spyker), had the on-again/off-again support of the Swedish government, and survived the collapse of several negotiated agreements.

By contrast, the deal with Sichuan Tengzhong seemed swift and sound. I did not foresee cause for concern, even with the regulatory delay. And given the Chinese appetite for Western assets (see Chinese Acquisitions in the Auto Industry) and the government’s easy money policies (especially in housing, see Is China a Bubble Economy?), the deal looked like a pretty sure bet.

I can’t help but wonder then about the broader implication of “well-capitalized Chinese banks” becoming “reluctant to lend money”…

The Economist recently summarized an interesting a study co-authored by James Westphal (Michigan) and Melissa Graebner (Texas) that appeared in the Academy of Management Journal (for the Economist summary click How Firms Fool Equity Analysts, for information about the full research article visit the AMJ website). According to the Economist:

How do you pump up the value of your company in these difficult times? One tried and tested way is to hoodwink equity analysts, according to a new study of 1,300 corporate bosses, board directors and analysts.

The authors found that chief executives commonly respond to negative appraisals from Wall Street by managing appearances, rather than making changes that actually improve corporate governance: boards are made more formally independent, but without actually increasing their ability to control management. This is typically done by hiring directors who, although they may have no business ties to the company, are socially close to its top brass.

The tactic pays off with appreciably higher ratings. At firms that make a strenuous effort to persuade analysts that such board changes have boosted independence, and thus made management more accountable, the likelihood of a subsequent stock upgrade rises by 36%, the study concluded. The chance of a downgrade, meanwhile, falls by 45%.

In Governance modules of Corporate Strategy, it is important to stress the difference between inside/outside directors and independent/non-independent directors. The take-away: OUTSIDE ≠ INDEPENDENT. They are not mutually inclusive. Unfortunately in practice, it seems that analysts don’t treat them accordingly.

A friend and colleague from Oxford (Mike Barnett, Director of the Saïd Business School Center for Corporate Reputation) sent me a brief Op Ed he penned about the challenges Toyota faces in preserving its reputation for quality (see Toyota Can Still Save Reputation). Mike writes:

A good reputation is a dangerous thing.  If no one thinks highly of you, and you do something bad, it makes little difference. You have nothing to lose: but if you are standing high on a pedestal and you do something bad, causing you to wobble and waver, you have a long way to fall.

Toyota was high on a pedestal, reputed for its superior quality, and then life-threatening defects captured media attention.  How far will Toyota fall?  It depends upon how quickly Toyota can capture the conversation.

To stop its descent and recover its reputation, Toyota must give people something positive to talk about.  Errors are inevitable, especially in something as complex as automobiles; recalls are a regular feature.  It is the hesitance and delay in initiating a recall, not the recall itself, which has made this into a bigger reputation destroyer than it might have been otherwise.

Toyota has an opportunity to show that, even though it may sometimes mess up, it will always make good.  This will turn the conversation to, “Hey, even when Toyota hits a bump, it is always looking out for the customers’ welfare”, and away from “Toyota screwed up and won’t admit it, so I can’t trust them”.   Do this, and the public is quick to forgive, or at least forget.  Where Toyota does not want to get bogged down is in publicly battling over fault with its sticky pedal supplier.  Avoid the Ford-Firestone trap, as the conversation will continue to drag on in the negative.

Interesting. And some wise advice.

Toyota is taking some well-deserved heat for its delay in issuing a recall in the face of evidence that problems existed with its accelerators. In fact, Toyota long maintained that there was nothing wrong with its accelerators. At first it cited driver error, until the evidence suggested that there could not possibly be so many horrible drivers. Then they shifted the blame to faulty floor mats. Strike two.

At this point, Toyota would be wise to issue (and reiterate) mea culpas. Toyota cannot apologize too much. It should then, as Mike Barnett suggests, handle the situation in an honest and transparent way – keeping the public apprised on an almost daily basis. And once it identifies the defect, claiming that a solution has been found is not enough. The problem (and its solution) must be described in detail, and in a way that customers can understand. They need to detail what happened, and why. They then need to describe how their fix remedies the problem in a non-technical way.

Halting production until they find a solution is certainly a good (however costly) first step; but along the way, Toyota ultimately needs to redeem itself in the eyes of the consumer. It is important for Toyota to understand that how it bounces back is not simply a function of how quickly it can find a fix, but also in how quickly it can win back the public trust.

There was a fascinating read in the New York Times last week about Microsoft’s lack of innovativeness (see Microsoft’s Creative Destruction, ht Sean). Interestingly, Dick Brass, the author of the piece, and a former Microsoft employee, does not attribute Microsoft’s technological tribulations to a lack of talent on staff or a dearth of ideas. Although there have been some high-profile exits, he argues that the pool of talent at Microsoft is on par with that of the broader tech community, and that there have been some ground-breaking technologies developed within Microsoft. The problem is that many of the innovations never see the light of day. This is because, according to Brass, Microsoft has a corporate culture that breeds internal turf battles that quash innovation.

AS they marvel at Apple’s new iPad tablet computer, the technorati seem to be focusing on where this leaves Amazon’s popular e-book business. But the much more important question is why Microsoft, America’s most famous and prosperous technology company, no longer brings us the future, whether it’s tablet computers like the iPad, e-books like Amazon’s Kindle, smartphones like the BlackBerry and iPhone, search engines like Google, digital music systems like iPod and iTunes or popular Web services like Facebook and Twitter.

It [Microsoft] employs thousands of the smartest, most capable engineers in the world…And yet it is failing, even as it reports record earnings.

Microsoft has become a clumsy, uncompetitive innovator. Its products are lampooned, often unfairly but sometimes with good reason.

What happened? Unlike other companies, Microsoft never developed a true system for innovation. Some of my former colleagues argue that it actually developed a system to thwart innovation.

Full disclosure: I have never worked for Microsoft, so I cannot verify whether Dick’s story is reflective of Microsoft’s reality. However, this outcome is not uncommon to large, bureaucratic organizations, …especially monopolists.

Anyhow, I’ve provided the teaser. I encourage you to read the article in its entirety. Fascinating stuff!!

If the accounts I’ve been reading are true (see Growing Prospects for Bailout for Greece), Greece might be the beneficiary of an imminent bailout. As reported by Bloomberg:

Olli Rehn, who takes over as European Union economic affairs commissioner tomorrow, said support for Greece will be discussed in coming days. Michael Meister, a German legislator from Chancellor Angela Merkel’s Christian Democrats, said lawmakers in that country are considering financial assistance.

The EU (in particular France and Germany) ought to be very careful in how it approaches the bailout so as to prevent moral hazard. And in this case I am not referring to moral hazard in the sense that the bailout provides Greece an incentive to behave badly again in the future, but moral hazard in the sense that Portugal, Ireland (maybe Italy too), and Spain now have the incentive to continue to behave badly. After all, if France and Germany come to the rescue of Greece, it sends a signal to other fiscally troubled European nations that they are likely to receive similar treatment, …and especially for the more consequential economies of Spain and Italy (see Euro Perspective).

If the EU comes to the aid of Greece, what incentive does Spain, Portugal, Italy, or Ireland have to bring their fiscal house in order. In fact, what’s to prevent them from going on a bigger fiscal bender? For after all, although Greece represents only a small fraction of European GDP, allowing Spain and Italy to falter could be disastrous for the Union.

The New York Times ran a feature article on Sunday about China’s dominance of the alternative/clean energy space (see China Leading the Race to Make Clean Energy). Although the author points to some interesting stylized facts, not one suggests cause for concern.

China vaulted past competitors in Denmark, Germany, Spain and the United States last year to become the world’s largest maker of wind turbines, and is poised to expand even further this year.

MY COMMENT: So what? Does this make them the technological leaders in that space? No! Why? Because most of the technological advances in alternative energy (the knowledge creation portion of the value chain) are a product of the West – Europe and the U.S., …and to a lesser extent Japan and Korea.

China has also leapfrogged the West in the last two years to emerge as the world’s largest manufacturer of solar panels.

MY COMMENT: Again, why is this a bad thing? See above.

President Obama, in his State of the Union speech last week, sounded an alarm that the United States was falling behind other countries, especially China, on energy. “I do not accept a future where the jobs and industries of tomorrow take root beyond our borders — and I know you don’t either,” he told Congress.

These efforts to dominate renewable energy technologies raise the prospect that the West may someday trade its dependence on oil from the Mideast for a reliance on solar panels, wind turbines and other gear manufactured in China.

MY COMMENT: Nonsense. To the extent that China is reliant on the knowledge/technology developed in the West to manufacture equipment, it’s good for both sides. Western alternative energy firms have a market in which to sell their valuable knowledge and Chinese producers have a market to sell the output from the factories that use those productive knowledge inputs. This is how international trade works. In fact, without demand from the Chinese market, development costs for firms in the West would be much, much higher. This allows our alternative energy firms not only to prosper, but to create jobs in the nascent sector.

So although the title of the Times article is appropriate – China certainly is “making” more clean energy in the manufacturing sense, the West is specializing in the higher value-added, higher margin, higher growth activities (see Globalization Discontents and Globalization Revisited). I don’t know about you, but I’ll take the latter.

From the humor category, BNET recently published its list of Business Blunders of 2009. Some were amusing. For example:

Mistake #3: The “Smart Choice” food label

In August, 14 of the country’s largest food companies — including PepsiCo, Kellogg’s, Kraft, and General Mills — join forces to launch a multimillion-dollar food-labeling program, dubbed “Smart Choices,” to guide consumers in selecting nutritious foods amid the nation’s obesity epidemic. Soon, however, the program’s green checkmark logo is seen popping up on jars of fat-laden mayonnaise and boxes of Froot Loops cereal, a product that lists sugar as its top ingredient. In October, after the FDA announces plans to crack down on misleading labeling, the program is voluntarily halted.

Mistsake #5: IBM offers foreign assignments to its laid off employees

IBM lays off thousands of North American workers, and then gives them the opportunity to apply for similar jobs in countries such as Brazil, India, Nigeria, and Slovenia — if they’re “willing to work on local terms and conditions.” Big Blue magnanimously offers to help with moving costs and provide visa assistance.

Mistake #6: Unions firing their own employees

The powerful, 1.7-million-member Service Employees International Union announces a layoff involving 75 national field staffers and organizers. The union representing those employees, the Union of Union Representatives, quickly files a complaint with the National Labor Relations Board, accusing the SEIU of engaging in unfair practices such as unilaterally laying off UUR members without proper notice, outsourcing their jobs to non-union workers, and selecting workers for layoffs “because of their [UUR] membership and/or activities.”

Mistake #12: Now here’s an incentive

In July, jobless citizens seeking benefit information from the Web site of the Brazilian Labor Ministry must type in the passwords “shameless” and “bum” to access the relevant details. The ministry blames the prank on a private Internet security firm whose contract with the government had not been renewed.

Mistake #20: Now this is REO

After a couple hit by the Bernie Madoff ponzi scheme is forced to surrender its $12 million beachfront home in Malibu, Calif., to Wells Fargo, neighbors notice something odd: a large party being thrown in the presumably vacant house. After an investigation, Wells Fargo admits that the house was being used by an employee, identified by the Los Angeles Times as Cheronda Guyton, a senior vice president in charge of foreclosed commercial properties. The employee, who neighbors say had been spending weekends at the house with her family, is fired for violating bank rules against personal use of bank-owned property.

There are some other good ones in there. To see the full list, click through to Business Blunders of 2009. Some funny stuff!