Stockholder Theory of Corporate Management

Recall from my previous blog that “Nexus of Contracts Theory” (NOC) says that a corporation is a nexus of contracts between various stakeholder groups: stockholders, employees, consumers, financiers, sub-contractors, and the local community. Business leadership ethics, therefore, is about how to manage that nexus. Within the contractual constraints of the NOC framework there are two competing theories that offer different strategies for dealing with the inevitable stakeholder conflicts that arise: stockholder theory and stakeholder theory.

Now an agent is a person possessing technical knowledge that is paid by someone else to serve their interests. Stockholder Theory states that the CEO is an agent hired by stockholders (or owners), and therefore he/she is legally and morally obligated to serve their interests. Corporations are money machines owned by the stockholders (not persons) and the CEO is hired to manage that nexus. In order for the CEO to make money for the stockholders, he/she must make decisions that affect all stakeholder groups. Stockholder theorists, therefore, argue that the “free market” is simply a system of distribution based the non-coercive, voluntary choices made by the various stakeholders. One of the criticisms of Stockholder Theory is that it seems to justify the unlimited exploitation of other stakeholders for the benefit of the stockholders. However, CEOs cannot simply ignore the interests of the other stakeholders. Otherwise, they’ll withdraw from the nexus: employees will quit, consumers will buy from a competitor, financiers will not lend them money etc. For example, if the CEO offers most workers $8.00 in hourly wages, and if prospective employees can freely accept or reject that offer, then it’s a moral transaction. However, a “good CEO” (that makes money for the stockholders) will, out of necessity, serve the interests of the other stakeholders, within the constraints of the free market. Hence, if  a "good CEO" cannot hire enough workers at $8.00 an hour, then he/she will try $8.25. If there are many willing workers available, the CEO will offer $7.75. The same market-based bargaining will be applied in dealing with the other stakeholder groups.  

What about business ethics? Or better yet…whose moral values is a "good CEO" morally obligated to uphold? Most stockholder theorists are moral relativists, and therefore, argue that the CEO must decide whose moral values ought to guide his/her decisions. Since the stockholders own the company they can collectively agree to operate based on a set of shared moral values. If the CEO disagrees with those values he/she can refuse to take the job or resign. And of course, any corporate morality must be clearly disclosed to the other stakeholders. If some stockholders disagree with those expressed values they can sell their stocks, employees can quit, financiers can refuse to loan money etc.  But then again, very large corporations have thousands of stockholders whom may not share the same moral values. That’s why the stockholders appoint or elect their own agent(s), the Board of Trustees. However, if the CEO chooses to “manage” based on his/her personal morality, which is in conflict with the stockholders values, the Board can fire the CEO. Unfortunately, sometimes the CEO and/or the Board do not act as reliable agents. In those cases, if the stockholders find out, they can either hire new agents, or sell their stock. Although Stockholder Theorists tend toward moral relativism, they are legal objectivists, in the sense that they require corporate leaders to abide by the laws where they are doing business. So when competing in global markets where the laws vary between nations, Stockholder Theorists uphold the mantra: “When in Rome, do as the Romans do.”

Finally, any theory of the modern corporation must also address the political question: “What role should government play in managing the nexus?” Within the Stockholder Model, there’s a considerable disagreement over what role the government ought to play in managing the nexus. Anarcho-capitalists argue that all government violates the non-aggression axiom, and therefore all government intervention in the market is morally unjustified. Minarchists, however, argue that the primary purpose of government is to protect the personal and property rights of individuals. Thus, at a bare minimum government must monitor and enforce laws against theft, fraud, and breech of contract. However, all stakeholders possess “negative rights” and therefore, as bargainers they are guaranteed the equal right to bargain, but there can be no governmentally enforced guarantee that any one stakeholder group will emerge victorious as a result of the competitive process. According to ST, government ought to be “impartial” or “neutral” in the competitive bargaining process, but should not pick winners and losers. Again, the primary purpose of government is to enforce contracts between rationally self-interested bargainers and promote free market competition. Stockholder Theorists argue that over the long run, the free market approach to corporate management unintentionally leads to a moral nexus.

Libertarians generally defend various versions of the Stockholder Theory of corporate management. My next blog will cover Stakeholder Theory, the other approach to corporate management.