Who gets a voice on big decisions for a company?

03/11/07
By Hal Heaton Printed in the Deseret News
Who really owns a company?

That's the question being asked in both academic and political circles these days. And in my view, it is a fascinating question.

Academics tend to believe that a company is owned not just by shareholders, but also by a number of other stakeholders as well, including employees, the community, customers, the general public, local and national government entities and a variety of others. In the view of many, all of these stakeholders should have input on important business decisions.

Similarly, community leaders insist that layoffs have a direct impact on local income taxes, property values, community "morale," and a host of other considerations. A company's growth will affect traffic, pollution and real estate development. Shouldn't the community have input on such decisions?

Either way you look at it, entrepreneurs are in the middle of this debate about "voice" - that is, who should have input into company decisions.

Implicit in most financial research is the assumption that a company's primary objective is to increase shareholder value. Paramount in most shareholder litigation cases is the assumption that shareholder value is the driving consideration in company decisions. This seems to imply that only shareholders should have input (perhaps through the board of directors) into company decisions.

I believe there are a couple of key considerations that should drive this debate.

First is the practicality of decision-making. Just as there are a number of stakeholders who are impacted by the entrepreneur's business decisions, I could argue that there are several interested stakeholders in the decisions you make around your home as well. Your neighbors are interested in the kind of landscaping you have because that will affect their property values. Plumbers want your plumbing to be out and easily accessible so that repairs will be easier. Painters care about what gets painted because some areas may be difficult to paint.

Should all of these people have input into decisions affecting your home?

I don't think so. Ultimately, you are the owner, and even though you may take their various views into consideration, when push comes to shove you should make the decisions on your home. That's basic to property rights. And I believe that same logic applies to business owners, as well.

Second, I believe that if markets are working well, maximizing shareholder value will generally result in the best interests of stakeholders. Maximizing revenues in competitive markets requires offering customers the best price/quality trade-off. Workers must be paid full value for their efforts or they will go to other companies that will pay them full value for their labor. If executives are paid more than the value they add, competitors that don't overpay executives will have lower costs and can offer a better price. Eventually companies that pay their executives too much go out of business or correct the problem.

It is when markets break down that intervention is required. I believe a product should reflect the full costs. If a community must build infrastructure to meet the traffic, water, power, or other needs of the company or its workers, then the company or the workers should pay the necessary taxes to provide for those needs. These taxes should be reflected in costs and, subsequently, the price for which products are sold.

The community has input into the company's decisions through its tax policies and regulations. If a company pollutes the air or water, the community can impose cleanup costs on the company and those costs should be reflected in the prices the company charges for its products. Workers have input into the company's decisions through their willingness or lack of willingness to work for the wage and benefit packages offered. Specific health care, pension and safety issues should be negotiated as part of the pay package.

But ultimately, business owners should make the decisions for their respective companies. Empowering these other "voices" would be suffocating to entrepreneurial ventures.

Mr. Heaton is associated with the BYU Center for Entrepreneurship. He can be reached via e-mail at cfe@byu.edu.