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The Firm as a Nexus of Contracts
Mirror mirror on the wall, who is the fairest stakeholder of all? The short answer is that stockholders are the most important, but we often read or hear reports that look different from this claim. Many authors and business leaders cite differing stakeholders as the most important. For example in Hope is Not a Method, Gordon Sullivan writes: Similarly, if you speak to anyone at Southwest Air (one of my favorite companies), they will argue that employees are the most important. Why? Because they are unionized? No, because only if employees are happy can they make customers happy which will then make stockholders happy.In the final analysis, everything comes back to people. People are not in an organization, people are the organization. The bricks and mortar, machines and computers are there only to leverage the power of these people….it is the people in your organization that make the difference. Want further evidence? Many marketing oriented books and businesses, the customer is deemed to be the most important. For example at Stew Leonard's grocery stores there are three-ton rocks stating the rules of the company. Rule #1-The customer is always right. Rule #2 is that "If the customer is ever wrong, reread Rule 1." While we can question Leonard's ethics and tax-accounting (but that is another question), we cannot argue with the success of his organization nor the world-wide acclaim that he has won in serving his customers. Why the disagreement? In part it is because the various groups all want to be the most important. For example, management frequently argue that they make the decisions and thus are the keys to the organization and as such are the most important stakeholders. Why does Stew Leonard feel that customers are the most important? Why do Southwest Air and Gordon Sullivan think employees are the most important? Probably a more likely explanation is that the argument centers on semantics. If pushed most if not all of these stakeholder advocates would likely agree with Financial Theory (and common sense) which holds that stockholders are the most important group. Why are shareholders so important?
For example: Bondholders and shareholders fight over many things (for example risk) while Shareholders and management disagree over risks, managerial effort, timing of cashflows, etc. (this shareholder-manager conflict is known as the Principle Agent problem and is an example of an agency cost-see Jensen-Meckling 1976 or Adam Smith 1776) These "fights", or at least the potential to fight, between stakeholder
groups have shaped the financial arena. They influence the types of securities
that firms issue, the amount of debt firms have, the compensation structure
of management (and employees), the governance structure of firms (for example
the Board of Directors is designed to look out for the interests of shareholders),
as well as the actual terms of contracts.
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