Wow. What a title.
Several days ago I linked to this
blog post and this
one, by Noah Smith in Noahpinion, which in general is one of my favorite
economic blogs. It’s a fun blog to
read, and Smith sometimes grazes in the higher meadows, which is also fun.
I talked about
the argument presented in the first of these as an example of the kind of
economic storytelling, or of economics as a kind of storytelling, that the
second of these references criticized.
If economics is only storytelling, then we can all select the story we
like and cling to that.
His post was all about Private Equity (PE) firms like Bain
Capital, which is already a controversy in the presidential campaign. The story he tells about PE (private
equity capital, and primarily hostile takeovers) is that they increase
efficiency, both in the firm that is taken over and in the general economy in
which it operates. Dr. Smith
argues that Japan is filled with the kind of ossified, highly inefficient firms
that would benefit from a big dose of hostile takeovers. Here’s his description of a typical
Japanese company:
“Employees sit idly in front of
their computers waiting for the boss to leave so they can go home, or make
busy-work for themselves, copying electronic records onto paper (yes, this is
real!). Unproductive workers are kept on the payrolls because of lifetime
employment, with high salaries guaranteed by the system of seniority pay. To
this, add endless meetings, each of which must be exhaustively prepared for in
advance. Layer upon layer of bureaucracy with poorly defined accountability.
Pay based entirely on tenure rather than merit.”
This Japanese work culture, he argues, could be cured by the
application of PE managers with their cold-eyed focus on efficiency and on
getting rid of deadwood in the pursuit of company profits. But even apart from the issue of any
possible salutary impact of private equity capital firms like Bain, I find this
description of Japanese management fascinating; I remember a couple of decades
back when the business world was awash in books like this
or this
or this,
about how we should all emulate the superior Japanese management methods.
This vision of private equity as a kind of stimulant to
economic efficiency, and a kind of recycling agent restoring life to run-down
firms, is one story about how PE operates, but it isn’t the only one. I’ll tell three stories here. The first is the most like the
Noahpinion version, although I think Noah Smith is far too smart to accept this
classical version in its pure state as I tell it here.
But here goes.
The first PE story sees private equity managers as
risk-takers very like the venture capitalists who fund startups, except that
the ventures they embark on and invest in are established companies that need
to be refreshed, renewed, or redirected.
They are the story’s good guys---admittedly greedy good guys who make
huge profits, but still good guys.
These good guys take over a (possibly wobbly) existing business and
improve its operations enough to stabilize it by finding and ending
inefficiencies, by making better product and publicity decisions, by replacing
a complacent, overpaid and uninspired management, and so on. The value of the company rises,
both the company’s shareholders and the deserving private equity managers reap
their justified and hard-won rewards, and the latter move on to save other
companies. It’s true, even in this
version of the PE story, that often the process of improving efficiency is full
of “hard choices” (in quotes because the choices aren’t necessarily hard for
those who make them; it’s a word used to describe decisions that impose losses
on others). Sometimes people must
be fired, plants must be closed, wage or pension contracts must be
renegotiated, but PE managers sometimes argue that the alternative is to have
the company bumble along until it is bankrupt, which would mean that all of its employees would be unemployed rather than
only some of them, and all would suffer reduced income, and loss of
pensions. Or, at a minimum,
they argue that the efficiency they gain more than compensates for the costs
they impose, meaning that the gainers gain more than the losers lose. They, the PE managers, are making tough
but necessary choices. The
surgery is hard but they are saving what they can so that the patient can live
and prosper in the future. And if
the employees really are worth the wages they were being paid before the
takeover, then they will not have to accept a wage cut because other companies
will offer them the wage they are worth, and they will simply move to other
jobs instead of accepting lower income.
There are other things to say about the impact of this
process on its participants. Let’s
tell the other stories first, but I do want to come back to the impacts on
those who lose, and on those who gain.
You may have noticed, for example, that it’s the employees and suppliers
who lose, and the existing and new shareholders who gain. There’s a lot to talk about there. Maybe I’ll do that another day, though.
The second story I want to tell is the very opposite of the
PE manager as a good guy: in this version he’s the bad guy. This is the story Rick Perry and Newt
Gingrich tried to tell about “vulture capitalists”. In this story the private equity investor isn’t looking for
a company to save; he really doesn’t care much about what happens to the
company in the long run. Instead,
he looks for a company that has good credit, or large amounts of retained
earnings, and when he finds one he raises money using junk bonds to buy
it---and then uses the company’s own credit or retained earnngs to pay the
junk bonds off, so the transaction costs him little or nothing, and he ends up
owning the company! And the story goes on from there: the
equity capitalist can use what remains of the company’s retained earning or
credit to borrow large amounts of money which he keeps for himself, or for his
investors, as a “management fee”.
And now the company, which was healthy before the PE firm discovered and
attacked it, is in debt and in trouble. In this story, the PE manager is not
looking for a company to save; he’s looking for a company to loot. But what will he do with this company
that he owns, now that he has used up its retained earnings and its
credit? Well, he can then try
preserve some value by making all those “hard choices” we talked about in the
first story, by renegotiating pension contracts or just capturing and using the
retirement fund, or by firing workers or lowering their wages. But now the shareholders of the
original company are among the losers: they had a good investment, and their
employees had good, secure jobs, all of which is wealth. The private equity firm invests very
little of its own money, ends up pocketing huge management fees, and extracting
a large part of the wealth of the firm, before it sells its shares and leaves
the company to wither under the burden of its new debts.
Sounds pretty aweful.
But here’s the third story: it’s the one that is told by Andrei
Schleifer and Larry Summers in the paper, or book chapter, referenced in the
Noahpinion blog post I linked to above.
I looked it up and read it.
This paper remarks that “corporations represent a nexus of contracts,
some implicit, between shareholders and stakeholders”. This sounds a bit like the way I
described households a few blog posts back, and it is: any organized collection
of people, like households and businesses, and also like clubs and churches and
charities, represent a nexus of contracts, and the truth is that most of those
contracts are implicit because drawing up signed paper contracts for every last
thing would be exhausting and prohibitively expensive. The contracts Schleifer and Summers are
considering are embedded in culture, both national culture and corporate
culture. The idea is that when,
for example, a company hires a new employee, and keeps the employee through
some conditional period, there is---or was, when I was young---an expectation
of sorts on both sides. The employee
expects that his job will have at least some job security, that the company
will do its best to survive over the long run, if there is a retirement system
he or she will get a share of it, and so on; and the company expects some
loyalty and personal investment from the employee. This is an implicit contract, an item of trust, which binds
the employee and the employer together, and based on that trust, based on the
sense of security and continuity the company has implied is valid, the employee
may “put down roots” in the company’s vicinity and in its goals and
culture. He or she may buy a house
and enroll children in costly local schools, he may make friends and join
churches or other groups, he may take training that is valuable specifically to
that company or that area, and so on.
All of these things take an investment of time and money, and all of it
is wealth of a sort, non-financial wealth, to the employee. Similarly, a supplier of resources to
the company may make specialized capacity investments that increase their
capacity to produce the resources the company needs in the area in which the
company needs it, based on an expectation that the company will be a continued
customer for a substantial time, at least for enough time to make the investment
worthwhile. These implicit
contracts all provide value, or wealth, to both sides, and they are part of the
reason that people who have choices choose the way they do; without these
implicit handshake contracts companies might have to pay higher wages or higher
prices for inputs to compensate employees and suppliers for having to endure
higher risks. The story Schleifer
and Summers tell about hostile takeovers is this: the wealth that is gained by
the private equity firm’s shareholders when a hostile takeover happens is not
necessarily due to improved efficiency or better management. That wealth may be a pure transfer of
value from stakeholders (employees and suppliers, for example) to shareholders
that is gained simply by violating all of those implicit contracts that looked
good when they were made, and may still be good for the company in the long
run, but which can generate short run visible improvements in profits. For example, the new
management can drastically reduce investment in R&D, or can eliminate jobs
in areas that may be important but don’t show up quickly in the bottom
line. They may “raid” retirement
funds, if there is any legal way they can get at them, because at least some of
the expectation that retirement fund management will be honest and that the
funds will be used entirely to secure the retirements it is supposed to
provide, can be an implicit contract, a contract that binds the company’s
existing management but which does not bind the new management under the new PE
owners. The pre-takeover shareholders of the company, if they are smart
insiders who see this entire process happening, may sell their shares, and take
home a profit. But suppliers and
employees suffer outright losses, and those losses may become the shareholders
gains. In this story the PE
managers are not greedy good guys or psychopathically greedy bad guys, they are
just ruthless business people whose profits come from transferring wealth from
trusting workers and suppliers who had foolishly depended on the good word of
the company’s prior management.
The PE managers transfer value to themselves and to other shareholders
by raiding the value contained in implicit contracts. They are not exactly robbing the poor to pay the rich, since it can be argued that the wealth the
suppliers and employees felt was all a mirage based on naïve trust. But they are mining the value that can
be extracted from trust relationships, and they are taking that value from
people who are powerless to prevent it. And in the long run, since they have completely spent
all the trust the company had, the new management may have to pay more for
inputs of all kinds, and spend much more on creating costly but explicit,
legally binding contracts. For
this company, under this new management, a handshake won’t work anymore, and
that is actually a true loss of wealth: but that loss won’t show up in the
bottom line for several years.
Which of these stories about private equity is true? I think the answer to that is
“yes”. Yes, at one time or another,
in one deal or another, private equity firms have behaved in all of these ways,
sometimes even in all of these ways at once. And the fact that each of these stories is true at one time
or another, with one firm or another, may have some implications about the
impact of PE on the general economy.
Because if either of the latter two stories is even partly true then the
economy as a whole has lost something when a takeover happens. In the first story the PE firm can
argue that there are those who lose and those who gain, but the gainers
dominate, and the economy improves on the whole. They can even claim, as Dr. Smith was claiming, that the
presence of takeover companies will induce increased efficiency in firms that
are never threatened with takeovers, simply because they know they could be
subjected to a takeover bid if they relax too much. But in the middle story the economy as a whole has lost a
healthy company that simply failed to defend itself sufficiently from
wolves. In the last story, the
company has lost the trust of its suppliers and employees, but these same
suppliers and employees will be slow to trust any other company too. And Schleiffer and Summers paper
presents some evidence that this has happened.
At the end of the Noahpinion post, as a postscript, Dr.
Smith links to this
post in Paul Krugman’s blog, which has a good discussion of whether the
relaxation of business rules in roughly 1980 that allowed much wider scope for
hostile takeovers increased or decreased the efficiency of the U.S. economy.
Krugman offered this chart:
Krugman’s comment in looking at the graph above was
this:
"Let’s look at how trends
changed after 1980 or so, when the underlying rules of American business (and
politics) shifted. Start with productivity – I use a log scale, so that the
slope of the trend represents the rate of growth. See the big acceleration?
Neither do I – productivity growth has actually been slower since the rise of
Bain-type operators.”
For the record, I don’t see any big acceleration
around 1980 either. This doesn’t prove that
the PE has failed to instill greater efficiency in the economy as a whole. But it certainly does not provide any
evidence of success.