The role of firms has been in a slippery slope ever since finance theory began replacing the pursuit of profit maximization by maximization of shareholder or firm value.
Before outlining this evolution let me recall first why for-profit organizations choose to incorporate and its consequences in terms of finance.
Following Veblen (1923), one may say that a “corporation arises out of a collective credit transaction whereby funds supplied … are entrusted to the corporation as a going concern … therefore, an impersonal incorporation of liabilities to the stockholders, and by employing these liabilities as collateral (formally or informally) it will then procure further capital by an issue of securities (debentures, typically bonds) bearing a stated rate of income and constituting a lien on the assets of the corporation.” For him, the two main consequential facts were: a) an inflation of credit (increased leverage), and b) a capitalization of funds, essentially liabilities, with fixed charges. This way the value of a firm could be gauged by the value of its securities traded in exchange markets.
So, in the 1930s, people began questioning whether the profit or return maximization rule used in economic theory to optimize the allocation of resources through market exchanges. In particular, if it was appropriate to ignore the non-pecuniary motives that so often drive business or if a focus on current income would be myopic, ignoring uncertainty and long term considerations.
The non-pecuniary motives were rule out, on the usual grounds that on average they would have a small impact, but different schedules of future income could not be compared unless using an appropriate index of time preference to convert future income into its present value.
Hence the suggestion that investors replace profit maximization by maximization of investment value, defined as the discounted value of an expected income stream.
However, this shift was not a simple question of semantic. While under profit maximization the optimal business expansion proceeds until the marginal return on capital equals the rate of interest, for the maximization of investment value stockholders must consider if their shares will be worth more or less following the expansion.
That is, the rate of earnings on the new investment must exceed not only the interest cost of borrowed money but also the rate of earnings required by stockholders to maintain the value of their shares. This rate is the opportunity cost for stockholders and, although it is not an out-of-pocket cost, it can be interpreted as a cost for the corporation.
As shown in Durand (1952), the required return is higher than the interest rate and therefore the optimal level of expansion as determined by the schedule of investment value is smaller than the level determined by the schedule of total return. Most importantly, the required schedule of the rate of return depends on the method used to capitalize earnings. For instance, with capitalization based on operating profit the interest rate and the required rate of return coincide up to the point of zero borrowing, while if capitalization is based on net profit the required rate schedule will be always above the interest rate curve.
Under the net profit approach the required return curve defined as a function of financial leverage has a maximum which implies the existence of an optimal capital structure. This is at the core of the heated debates on the cost of capital and the neutrality of capital structures mentioned previously (see Modigliani and Miller (1959) and Durand (1959)). For reasons given above the subsequent academic literature choose to ignore the theoretical implications of the choice of capitalization method and proceeded with a theory of corporate financing based on the concept of neutrality of capital structure.
From the 1960s onwards, this otherwise reasonable substitution of profits by investment value was used to justify the linking of management compensation to the stock market which led to the uncontrolled rise of their compensation relative to shareholders and employees. Whether the cost of this side-effect of shifting from profit-based compensation to stock market-based compensation exceeds the benefits of a better selection of investments through investment value is an unsettled empirical matter.
What a cursory look at the history of this process shows is that the pursuit of stockholder value maximization, which was initially welcomed, come to be also increasingly criticized for generating “short-termism”.
A living symbol of the shareholder value theory was Jack Welch during his tenure as CEO of General Electric from 1981 to 2001. But, according to Steve Denning (Forbes, June 26, 2013) he became one of the strongest critics of shareholder value. On March 12, 2009, he gave an interview with Francesco Guerrera of the Financial Times and said, “On the face of it, shareholder value is the dumbest idea in the world. Shareholder value is a result, not a strategy… your main constituencies are your employees, your customers and your products. Managers and investors should not set share price increases as their overarching goal… Short-term profits should be allied with an increase in the long-term value of a company.”
It is interesting to notice that, instead of narrowing the constituency that management has to serve, he not only enlarged it substantially but also demoted investors to a secondary role. Under managerial capitalism, this is consistent with a rising perception of management (and not the owners) as the real rulers of corporations.
In summary, history has shown that moving from corporate profits to stakeholders value made the metrics to assess performance more vague and accountability more diffused, while leaving unsolved the supposed short-termism of corporations and compromising their future by transforming them into major self-serving bureaucracies.
Given that this process generated many market and fiscal distortions one has to consider whether regulators and tax authorities opposed them or were accomplices on this evolution. The role of regulation is difficult to ascertain because of the successive cycles of excessive/deficient deregulation-regulation-deregulation. So, there is little empirical evidence on which one can rely.
However, there is a common sense perception that excessive regulation damages small investors by treating them as children while protecting the big players which have the scale and resources needed to cope with the cost of regulation. Likewise, the recurring shifts in the taxation of dividends and capital gains distorts most serious attempts to estimate long-term investment returns. There is nevertheless a large field of taxation – subsidization - where it is easier to assess if regulation (or lack thereof) contributes to an unfair leveled playing field. I will illustrate that below through various examples.