Zach Carter hits on something interesting about shareholder democracy in The Nation this week (disclosure-longer-than-this-post: I wrote a piece for that magazine; Victor Navasky, CJR’s chairman, is its publisher emeritus; and The Nation Institute partly underwrote a story for us. Phew. Good thing this post doesn’t involve Goldman Sachs. And yes, we also read The Weekly Standard )
Where was I? Oh, right, shareholders.
It says in the headline that:
Shareholders Alone Can’t Correct ‘Too Big to Fail’
…and the story goes onto assert that they, alone, won’t be able to constrain bloated executive pay packages or incentives that reward short-term risk taking.
As Carter points out, there is obvious appeal in the idea of applying shareholder democracy to restrain bad practices, starting with the fact that the government’s record at this vital task isn’t all that impressive. Why not give market participants a crack at it?
We’ve just watched several regulators, from the SEC to the Office of Thrift Suspension to the Federal Reserve, fall down on the job—maybe shareholders who want to see a good return on their investment will exercise more prudence. For many companies, especially at small- and midsize banks, a stronger set of shareholder rights really will help curb corporate abuses. The savings and loan crisis was largely a story of small-bank executives looting their own companies at shareholder expense. The SEC has been far too complicit in allowing management teams to stack the deck against shareholders for far too long, steadily transferring power from those who own companies to those who run them—and blessing whatever lobbying interests the managers might find attractive in the process. In 2007 the SEC issued a rule that made it almost impossible for shareholders to challenge corporate directors in elections, allowing management teams to seal themselves off from shareholder criticism. This past May the SEC proposed amending the rule to allow shareholders to directly nominate directors, but this has not yet been enacted. Congress really does need to restore a set of meaningful shareholder rights.
Shareholder democracy is one of those apple pie issues. Not many people are against it. Gretchen Morgenson is a big believer in it, and advocates for it in her columns regularly. This New Yorker profile (subscription) of governance guru Nell Minow puts a lot of stock in the idea as way to solve what it calls “The Pay Problem.”
Carter, though, argues that investor interests can be at odds with the public’s.
But at major US banks, the public good and the interests of shareholders are in a fundamental state of conflict. “Too big to fail” financial behemoths have been the source of all the recent bonus outrages; and at “too big” firms, shareholders actually want their executives to be rewarded for taking on excessive risk. It’s the smart bet. If the risk pays off, the bank’s stock price soars. If the risk backfires, the government will spare shareholders from losses. You can’t solve a problem by punting the issue to the very parties who benefit from the imbalance.
Well, I’m not sure I go along with all of this. Investors making this bet would have been big losers in the case of Bear, Lehman, AIG, Fannie Mae, and Freddie Mac, to name five very big firms. An uncertain guarantee isn’t much of a guarantee.
But the larger point—of conflicting investor and public interests—strikes me as important for journalism because business-news organizations typically cast themselves, correctly, as defenders of investors against managerial manipulations. This is a good thing. Indeed, you could argue that this is what business journalism does best. Pick your own favorites; mine would include work like this excellent Wall Street Journal story from 2008 exposing Lehman managers’ fibs about the bank’s financial condition before the fall; hard-hitting probes into dubious small-company stocks, like this one by Bill Alpert of Barron’s, or come to think of it, almost anything by Fortune’s Carol Loomis, including this 2005 classic on Hewlett-Packard.
But increasingly, I fear, business journalism believes its mission stops with serving investors, as Damian Tambini of the London School of Economics found in this study of the business press last year, and may sometimes even conflate investor interest with the public’s.

Good points Dean. As FDIC chief Sheila Bair said not long ago, “Protecting the consumer from . . . perils is not simply a do-good public service. In fact, consumer protection and safe and sound lending practices are two sides of the same coin. Lenders who put their retail customers at risk also put themselves, their investors, and our entire financial system in danger.”
#1 Posted by Mike Hudson, CJR on Tue 24 Nov 2009 at 06:14 PM
The primary duty of any press within a democracy is to inform the public, not to service the profit making misperceptions of the public. That's the press in service of a bubble, not a press in service to the public and not the essential journalism the public needs to prevent making bad investments.
If we're going back to 2000ish, you should also mention the work of Bethany McLean who broke the Enron Bubble.
http://www.vanityfair.com/magazine/bios/bethany_mclean/search?contributorName=Bethany%20McLean
http://www.thedailyshow.com/watch/thu-january-15-2009/bethany-mclean
#2 Posted by Thimbles, CJR on Fri 27 Nov 2009 at 05:50 AM
Not sure that I agree with the thesis. Mr. Starkman completely ignores the fact that, at too many corporations, the boards of directors are largely handpicked stooges of the CEO who freeze shareholders out of the governance process; that activist shareholders have actually been inveighing against risk, not endorsing it - by, for example, proposing executive pay schemes that are based on long-term performance; that shareholders have been seeking greater transparency, which benefits the public interest; and that shareholders like the AFL-CIO investment funds, which have some $4 trillion invested in Corporate America, have put forth resolutions on not just bloated executive "overcompensation" but social responsibility as well. And this has been going since resolutions against corporations doing business in South African more than 25 years ago.
#3 Posted by Paul Sweeney, CJR on Fri 27 Nov 2009 at 12:17 PM