[grellas]

Under modern corporate law, shareholders are the owners of the entity and its assets (operating businesses) and the ultimate governing role falls to a board of directors whose fiduciary duty is to act for the best interests of the company and its owners.

A modern B corp permits a board to balance this traditional fiduciary duty to act for the benefit of the shareholders with other specified goals defined in its charter and agreed to by those shareholders.

At no point in any of this does any type of governmental authority have any say whatever concerning how the company should be managed and for whose benefit (government has a role in a technical sense only in providing a state charter giving the corporation a legal existence and in non-management aspects such as having the power to tax the entity and to enforce broadly applicable criminal and regulatory laws against it, e.g., laws against securities fraud or illegal securities offerings).

In other words, the whole modern corporate structure assumes that private actors using a state-chartered mechanism (the corporate entity) can arrange their affairs freely to optimize the management of the entity to further the economic interests of the owners of that entity. As to that part, government has no say whatever.

The Warren proposal would substitute a range of public dictates for the private choice that characterizes the current system. It would initially apply to large cap companies but there is no limiting principle preventing the idea of such public dictates being applied to any manner of corporation or, for that matter, to any other limited liability entity, whether large or small. Taken to an extreme, this sort of regime could easily be implemented in a way that transforms most forms of private enterprise into entities restricted or burdened by whatever dictates the politically-organized forces who happen to hold sway at any moment might want to decree.

Of course, none of that might happen. It is certainly possible to adopt the Warren proposal and keep it limited to a narrow sphere of enterprise (large-cap companies) where its impact might be limited. But I wouldn't bet on it. With no restraining principle behind it, the proposal could easily be the foundation for completely transforming the notion of enterprise in the United States and I for one don't want to see a day where bureaucrats, lawyers, and second-guessing judges are gnawing termite-like at the foundations of what today are vibrant and healthy businesses in the name of other goals having nothing whatever to do with the economic interests of shareholders.

[dragonwriter]

> Under modern corporate law, shareholders are the owners of the entity and its assets

No, under modern corporate law a corporation doesn't have owners as such; it is a creature of law in which shareholders have a claim on assets in the event of dissolution as well as rights to participate in government of the entity as specified in the governing law and chartering documents. They don't own the entity, and they absolutely don't own it's assets (the entity itself is a legal person which owns its assets.)

It's true that in recent years chartering governments in the US have been less active in ensuring that the public receives benefit (or at least, isn't actively and maliciously exploited) in exchange for the benefits granted by the public in the corporate form, and Warren's proposal—in addition to shifting chartering of certain corps to the feds—could be an inspiring example for a retreat from complacency by chartering governments more generally.

[AznHisoka]

“shareholders have a claim on assets in the event of dissolution“

So why does my Apple stock have such a high value? Apple has a low probability of being dissolved, so chances are low I am getting their assets.

[supercanuck]

In theory, you are paying for the future dividends.

https://en.m.wikipedia.org/wiki/Dividend_discount_model

In reality...

https://en.m.wikipedia.org/wiki/Greater_fool_theory

[betterunix2]

Actually, in the case of Apple, they announced a sizable share buyback earlier this year, so even if you only plan to hold the stock long enough to sell it for a capital gain you might still be receiving a dividend. AAPL is one of the worst examples of the greater fool theory at work, given that Apple pays a regular dividend, buys back stock, and has a relatively low P/E ratio for a tech company.

[andrewla]

You omitted the second part of that

> as well as rights to participate in government of the entity

It's easy to underestimate this -- the price of the stock represents a barrier to acquisition of the company. If the stock falls below a certain point, it would become profitable for an entity or group of entities to gain a controlling interest and reform the company in a way that suits their needs.

That is, not just the promise of future dividends paid to the shareholders, but a barrier against the profits being dispersed in a more aggressive fashion.

[vonmoltke]

> A modern B corp permits a board to balance this traditional fiduciary duty to act for the benefit of the shareholders with other specified goals defined in its charter and agreed to by those shareholders.

A "modern B corp" doesn't permit anything. There is no legal concept of a "B-corp". It's a certification issued by a non-profit that a standard corporation is being run in a particular, socially-responsible manner. Any corporation can choose to do this, regardless of whether they want to pursue that certification or not.

[TomMckenny]

The Warren law would simply reintroduce several systems that were in place by convention until the '80s.

That earlier period, by the way, was not a living hell of industry killing regulation but in fact had less consolidation. It also had higher GPD growth, lower cost of living, and more economic stability, so apparently it won't kill the economy either.

[roenxi]

But did those conventions cause all those things, or did the incentives that caused the conventions also cause all those things? Because addressing the conventions is just cargo-cult economics, we want the incentives.

The US system is massively debt based at the moment, private debt (note: private not public) went from 40% -> 80% GDP from 1970 to today. My naive perspective is that I would expect higher debt loads to cause:

* Lower GDP growth

* Higher costs of living

* Reduced economic stability

* Consolidation (because large players have more capital so can secure larger loans)

* Low real wage growth (because ability to earn by working is not as attractive because there is an option to 'earn' by borrowing)

The US ended the Brenton Woods system in the early 70s, and the consolidations really started in in around the early 80s [1]. So we know that there were some pretty major changes at the roots, of the financial system. It seems very plausible that some critical incentive changed in the late 70s (roughly lines up with Paul Volcker becoming Fed chair) and we have been seeing the ramifications ever since. That happens to coincide with the highest interest rates set under the current monetary system and the start of the current trend which is extending into the negatives [2].

[1] https://en.wikipedia.org/wiki/List_of_bank_mergers_in_the_Un...

[2] https://tradingeconomics.com/united-states/interest-rate

[TomMckenny]

Oh yes, I would never claim those differences in the board room would be the _reason_ for non-consolidation etc. That would indeed be cargo-cult. I merely meant that evidently such boardroom arrangements don't destroy an economy.

Additionally, I would intuit that it improves the employee's condition and because employees are strongly motivated to keep the company they depend on strong, their motivations align with investors to that degree while they may have additional insights. So I'm theorizing their presence will at worst do no harm.

As you imply, the American rapid rise to economic supremacy and current slow down is undoubtedly complex. I would add that initially part of it was the annihilation of productive capacity outside the US after WWII and part of it was the Keynesian stimulation that WWII forced the US to do during the war.

I just meant to say to the grandparent post that observationally Elizabeth Warren's proposal was not a threat national commerce.

[Digory]

Not really. Shareholder primacy responded to management supremacy — management was soaking up profits, making almost fraudulent promises to employees about the future, and insulating themselves from shareholder votes.

The Warren proposal purports to give employees 40% of the shareholder’s votes, and then give management a duty to act for “the public.”

Neither was present in the ‘old’ system. I can’t see that either of these steps give management or employees better long term incentives.

[avmich]

> At no point in any of this does any type of governmental authority have any say whatever concerning how the company should be managed and for whose benefit (government has a role in a technical sense only in providing a state charter giving the corporation a legal existence and in non-management aspects such as having the power to tax the entity and to enforce broadly applicable criminal and regulatory laws against it, e.g., laws against securities fraud or illegal securities offerings).

The proposal looks like an attempt to model interactions between corporations and people with more nuances.

Obviously corporations don't exist in vacuum. Government provides states charter not as a matter of tradition. The corporate registration has its uses. What this proposal does is more accurately reflects interactions between corporation, existing in an environment governed by the government (country), and that environment. Corporation interacts with the country when hiring employees, selling goods or going to courts. Since all of that affects the country in various ways, it seems natural for the country to look for ways to consider its interests.