- •BUSINESSES IN THE BOOK
- •Preface
- •Brief Contents
- •CONTENTS
- •Why Study Strategy?
- •Why Economics?
- •The Need for Principles
- •So What’s the Problem?
- •Firms or Markets?
- •A Framework for Strategy
- •Boundaries of the Firm
- •Market and Competitive Analysis
- •Positioning and Dynamics
- •Internal Organization
- •The Book
- •Endnotes
- •Costs
- •Cost Functions
- •Total Cost Functions
- •Fixed and Variable Costs
- •Average and Marginal Cost Functions
- •The Importance of the Time Period: Long-Run versus Short-Run Cost Functions
- •Sunk versus Avoidable Costs
- •Economic Costs and Profitability
- •Economic versus Accounting Costs
- •Economic Profit versus Accounting Profit
- •Demand and Revenues
- •Demand Curve
- •The Price Elasticity of Demand
- •Brand-Level versus Industry-Level Elasticities
- •Total Revenue and Marginal Revenue Functions
- •Theory of the Firm: Pricing and Output Decisions
- •Perfect Competition
- •Game Theory
- •Games in Matrix Form and the Concept of Nash Equilibrium
- •Game Trees and Subgame Perfection
- •Chapter Summary
- •Questions
- •Endnotes
- •Doing Business in 1840
- •Transportation
- •Communications
- •Finance
- •Production Technology
- •Government
- •Doing Business in 1910
- •Business Conditions in 1910: A “Modern” Infrastructure
- •Production Technology
- •Transportation
- •Communications
- •Finance
- •Government
- •Doing Business Today
- •Modern Infrastructure
- •Transportation
- •Communications
- •Finance
- •Production Technology
- •Government
- •Infrastructure in Emerging Markets
- •Three Different Worlds: Consistent Principles, Changing Conditions, and Adaptive Strategies
- •Chapter Summary
- •Questions
- •Endnotes
- •Definitions
- •Definition of Economies of Scale
- •Definition of Economies of Scope
- •Economies of Scale Due to Spreading of Product-Specific Fixed Costs
- •Economies of Scale Due to Trade-offs among Alternative Technologies
- •“The Division of Labor Is Limited by the Extent of the Market”
- •Special Sources of Economies of Scale and Scope
- •Density
- •Purchasing
- •Advertising
- •Costs of Sending Messages per Potential Consumer
- •Advertising Reach and Umbrella Branding
- •Research and Development
- •Physical Properties of Production
- •Inventories
- •Complementarities and Strategic Fit
- •Sources of Diseconomies of Scale
- •Labor Costs and Firm Size
- •Spreading Specialized Resources Too Thin
- •Bureaucracy
- •Economies of Scale: A Summary
- •The Learning Curve
- •The Concept of the Learning Curve
- •Expanding Output to Obtain a Cost Advantage
- •Learning and Organization
- •The Learning Curve versus Economies of Scale
- •Diversification
- •Why Do Firms Diversify?
- •Efficiency-Based Reasons for Diversification
- •Scope Economies
- •Internal Capital Markets
- •Problematic Justifications for Diversification
- •Diversifying Shareholders’ Portfolios
- •Identifying Undervalued Firms
- •Reasons Not to Diversify
- •Managerial Reasons for Diversification
- •Benefits to Managers from Acquisitions
- •Problems of Corporate Governance
- •The Market for Corporate Control and Recent Changes in Corporate Governance
- •Performance of Diversified Firms
- •Chapter Summary
- •Questions
- •Endnotes
- •Make versus Buy
- •Upstream, Downstream
- •Defining Boundaries
- •Some Make-or-Buy Fallacies
- •Avoiding Peak Prices
- •Tying Up Channels: Vertical Foreclosure
- •Reasons to “Buy”
- •Exploiting Scale and Learning Economies
- •Bureaucracy Effects: Avoiding Agency and Influence Costs
- •Agency Costs
- •Influence Costs
- •Organizational Design
- •Reasons to “Make”
- •The Economic Foundations of Contracts
- •Complete versus Incomplete Contracting
- •Bounded Rationality
- •Difficulties Specifying or Measuring Performance
- •Asymmetric Information
- •The Role of Contract Law
- •Coordination of Production Flows through the Vertical Chain
- •Leakage of Private Information
- •Transactions Costs
- •Relationship-Specific Assets
- •Forms of Asset Specificity
- •The Fundamental Transformation
- •Rents and Quasi-Rents
- •The Holdup Problem
- •Holdup and Ex Post Cooperation
- •The Holdup Problem and Transactions Costs
- •Contract Negotiation and Renegotiation
- •Investments to Improve Ex Post Bargaining Positions
- •Distrust
- •Reduced Investment
- •Recap: From Relationship-Specific Assets to Transactions Costs
- •Chapter Summary
- •Questions
- •Endnotes
- •What Does It Mean to Be “Integrated?”
- •The Property Rights Theory of the Firm
- •Alternative Forms of Organizing Transactions
- •Governance
- •Delegation
- •Recapping PRT
- •Path Dependence
- •Making the Integration Decision
- •Technical Efficiency versus Agency Efficiency
- •The Technical Efficiency/Agency Efficiency Trade-off
- •Real-World Evidence
- •Double Marginalization: A Final Integration Consideration
- •Alternatives to Vertical Integration
- •Tapered Integration: Make and Buy
- •Franchising
- •Strategic Alliances and Joint Ventures
- •Implicit Contracts and Long-Term Relationships
- •Business Groups
- •Keiretsu
- •Chaebol
- •Business Groups in Emerging Markets
- •Chapter Summary
- •Questions
- •Endnotes
- •Competitor Identification and Market Definition
- •The Basics of Competitor Identification
- •Example 5.1 The SSNIP in Action: Defining Hospital Markets
- •Putting Competitor Identification into Practice
- •Empirical Approaches to Competitor Identification
- •Geographic Competitor Identification
- •Measuring Market Structure
- •Market Structure and Competition
- •Perfect Competition
- •Many Sellers
- •Homogeneous Products
- •Excess Capacity
- •Monopoly
- •Monopolistic Competition
- •Demand for Differentiated Goods
- •Entry into Monopolistically Competitive Markets
- •Oligopoly
- •Cournot Quantity Competition
- •The Revenue Destruction Effect
- •Cournot’s Model in Practice
- •Bertrand Price Competition
- •Why Are Cournot and Bertrand Different?
- •Evidence on Market Structure and Performance
- •Price and Concentration
- •Chapter Summary
- •Questions
- •Endnotes
- •6: Entry and Exit
- •Some Facts about Entry and Exit
- •Entry and Exit Decisions: Basic Concepts
- •Barriers to Entry
- •Bain’s Typology of Entry Conditions
- •Analyzing Entry Conditions: The Asymmetry Requirement
- •Structural Entry Barriers
- •Control of Essential Resources
- •Economies of Scale and Scope
- •Marketing Advantages of Incumbency
- •Barriers to Exit
- •Entry-Deterring Strategies
- •Limit Pricing
- •Is Strategic Limit Pricing Rational?
- •Predatory Pricing
- •The Chain-Store Paradox
- •Rescuing Limit Pricing and Predation: The Importance of Uncertainty and Reputation
- •Wars of Attrition
- •Predation and Capacity Expansion
- •Strategic Bundling
- •“Judo Economics”
- •Evidence on Entry-Deterring Behavior
- •Contestable Markets
- •An Entry Deterrence Checklist
- •Entering a New Market
- •Preemptive Entry and Rent Seeking Behavior
- •Chapter Summary
- •Questions
- •Endnotes
- •Microdynamics
- •Strategic Commitment
- •Strategic Substitutes and Strategic Complements
- •The Strategic Effect of Commitments
- •Tough and Soft Commitments
- •A Taxonomy of Commitment Strategies
- •The Informational Benefits of Flexibility
- •Real Options
- •Competitive Discipline
- •Dynamic Pricing Rivalry and Tit-for-Tat Pricing
- •Why Is Tit-for-Tat So Compelling?
- •Coordinating on the Right Price
- •Impediments to Coordination
- •The Misread Problem
- •Lumpiness of Orders
- •Information about the Sales Transaction
- •Volatility of Demand Conditions
- •Facilitating Practices
- •Price Leadership
- •Advance Announcement of Price Changes
- •Most Favored Customer Clauses
- •Uniform Delivered Prices
- •Where Does Market Structure Come From?
- •Sutton’s Endogenous Sunk Costs
- •Innovation and Market Evolution
- •Learning and Industry Dynamics
- •Chapter Summary
- •Questions
- •Endnotes
- •8: Industry Analysis
- •Performing a Five-Forces Analysis
- •Internal Rivalry
- •Entry
- •Substitutes and Complements
- •Supplier Power and Buyer Power
- •Strategies for Coping with the Five Forces
- •Coopetition and the Value Net
- •Applying the Five Forces: Some Industry Analyses
- •Chicago Hospital Markets Then and Now
- •Market Definition
- •Internal Rivalry
- •Entry
- •Substitutes and Complements
- •Supplier Power
- •Buyer Power
- •Commercial Airframe Manufacturing
- •Market Definition
- •Internal Rivalry
- •Barriers to Entry
- •Substitutes and Complements
- •Supplier Power
- •Buyer Power
- •Professional Sports
- •Market Definition
- •Internal Rivalry
- •Entry
- •Substitutes and Complements
- •Supplier Power
- •Buyer Power
- •Conclusion
- •Professional Search Firms
- •Market Definition
- •Internal Rivalry
- •Entry
- •Substitutes and Complements
- •Supplier Power
- •Buyer Power
- •Conclusion
- •Chapter Summary
- •Questions
- •Endnotes
- •Competitive Advantage Defined
- •Maximum Willingness-to-Pay and Consumer Surplus
- •From Maximum Willingness-to-Pay to Consumer Surplus
- •Value-Created
- •Value Creation and “Win–Win” Business Opportunities
- •Value Creation and Competitive Advantage
- •Analyzing Value Creation
- •Value Creation and the Value Chain
- •Value Creation, Resources, and Capabilities
- •Generic Strategies
- •The Strategic Logic of Cost Leadership
- •The Strategic Logic of Benefit Leadership
- •Extracting Profits from Cost and Benefit Advantage
- •Comparing Cost and Benefit Advantages
- •“Stuck in the Middle”
- •Diagnosing Cost and Benefit Drivers
- •Cost Drivers
- •Cost Drivers Related to Firm Size, Scope, and Cumulative Experience
- •Cost Drivers Independent of Firm Size, Scope, or Cumulative Experience
- •Cost Drivers Related to Organization of the Transactions
- •Benefit Drivers
- •Methods for Estimating and Characterizing Costs and Perceived Benefits
- •Estimating Costs
- •Estimating Benefits
- •Strategic Positioning: Broad Coverage versus Focus Strategies
- •Segmenting an Industry
- •Broad Coverage Strategies
- •Focus Strategies
- •Chapter Summary
- •Questions
- •Endnotes
- •The “Shopping Problem”
- •Unraveling
- •Alternatives to Disclosure
- •Nonprofit Firms
- •Report Cards
- •Multitasking: Teaching to the Test
- •What to Measure
- •Risk Adjustment
- •Presenting Report Card Results
- •Gaming Report Cards
- •The Certifier Market
- •Certification Bias
- •Matchmaking
- •When Sellers Search for Buyers
- •Chapter Summary
- •Questions
- •Endnotes
- •Market Structure and Threats to Sustainability
- •Threats to Sustainability in Competitive and Monopolistically Competitive Markets
- •Threats to Sustainability under All Market Structures
- •Evidence: The Persistence of Profitability
- •The Resource-Based Theory of the Firm
- •Imperfect Mobility and Cospecialization
- •Isolating Mechanisms
- •Impediments to Imitation
- •Legal Restrictions
- •Superior Access to Inputs or Customers
- •The Winner’s Curse
- •Market Size and Scale Economies
- •Intangible Barriers to Imitation
- •Causal Ambiguity
- •Dependence on Historical Circumstances
- •Social Complexity
- •Early-Mover Advantages
- •Learning Curve
- •Reputation and Buyer Uncertainty
- •Buyer Switching Costs
- •Network Effects
- •Networks and Standards
- •Competing “For the Market” versus “In the Market”
- •Knocking off a Dominant Standard
- •Early-Mover Disadvantages
- •Imperfect Imitability and Industry Equilibrium
- •Creating Advantage and Creative Destruction
- •Disruptive Technologies
- •The Productivity Effect
- •The Sunk Cost Effect
- •The Replacement Effect
- •The Efficiency Effect
- •Disruption versus the Resource-Based Theory of the Firm
- •Innovation and the Market for Ideas
- •The Environment
- •Factor Conditions
- •Demand Conditions
- •Related Supplier or Support Industries
- •Strategy, Structure, and Rivalry
- •Chapter Summary
- •Questions
- •Endnotes
- •The Principal–Agent Relationship
- •Combating Agency Problems
- •Performance-Based Incentives
- •Problems with Performance-Based Incentives
- •Preferences over Risky Outcomes
- •Risk Sharing
- •Risk and Incentives
- •Selecting Performance Measures: Managing Trade-offs between Costs
- •Do Pay-for-Performance Incentives Work?
- •Implicit Incentive Contracts
- •Subjective Performance Evaluation
- •Promotion Tournaments
- •Efficiency Wages and the Threat of Termination
- •Incentives in Teams
- •Chapter Summary
- •Questions
- •Endnotes
- •13: Strategy and Structure
- •An Introduction to Structure
- •Individuals, Teams, and Hierarchies
- •Complex Hierarchy
- •Departmentalization
- •Coordination and Control
- •Approaches to Coordination
- •Types of Organizational Structures
- •Functional Structure (U-form)
- •Multidivisional Structure (M-form)
- •Matrix Structure
- •Matrix or Division? A Model of Optimal Structure
- •Network Structure
- •Why Are There So Few Structural Types?
- •Structure—Environment Coherence
- •Technology and Task Interdependence
- •Efficient Information Processing
- •Structure Follows Strategy
- •Strategy, Structure, and the Multinational Firm
- •Chapter Summary
- •Questions
- •Endnotes
- •The Social Context of Firm Behavior
- •Internal Context
- •Power
- •The Sources of Power
- •Structural Views of Power
- •Do Successful Organizations Need Powerful Managers?
- •The Decision to Allocate Formal Power to Individuals
- •Culture
- •Culture Complements Formal Controls
- •Culture Facilitates Cooperation and Reduces Bargaining Costs
- •Culture, Inertia, and Performance
- •A Word of Caution about Culture
- •External Context, Institutions, and Strategies
- •Institutions and Regulation
- •Interfirm Resource Dependence Relationships
- •Industry Logics: Beliefs, Values, and Behavioral Norms
- •Chapter Summary
- •Questions
- •Endnotes
- •Glossary
- •Name Index
- •Subject Index
Power • 477
and experience as crucial for success in office. (The presidency is no place for amateurs.) Political skills and experience, however, though necessary to success in the presidency, are not sufficient. Both Nixon and Johnson were highly experienced in elective office and possessed formidable political skills, yet their sense of power led both of them to support policies that ultimately dissipated their power and impaired their effectiveness.
In 2010, Neustadt’s book was 50 years old and outlived its author, who died in 2003. Nev-
ertheless, it remained the sixth most assigned book in college courses on the U.S. presidency in American colleges and universities. In an essay on the book’s influence for the Chronicle of Higher Education, Michael Nelson notes that the crises plaguing American presidents since 1990, including the wars in Iraq and Afghanistan, along with the financial crisis of 2008 and the recession that followed it, have shown how the decision-making issues raised in Presidential Power are still appropriate today and are likely to remain so for the foreseeable future.
analogous to the efforts by firms to avoid supplier power by securing multiple supply channels and to achieve market power by selling to customers who have few alternatives.9
Resource dependence helps explain why firms voluntarily choose to become dependent, but not why individuals willingly give up resources today in exchange for an uncertain future response. One explanation is that, on the merits of the exchange itself, it may prove beneficial to Amy to trust Beth. Once trust has been established by repeated interactions, similar exchanges will seem less risky. Conversely, Amy may value what she expects Beth to provide so highly that Amy is willing to tolerate the chance that Beth will not reciprocate. The willingness of an actor to provide resources in exchange for unspecified future consideration may also be based on more generally held norms of reciprocity that are part of the broader culture.10
Along with the idea that actors will work to reduce their dependence on others, the resource dependence view also states that individuals who control critical resources will be the ones who accumulate power. Those who help the firm cope with problems that pose major threats will come to exercise the most power. Examples also can be seen where members of critical occupational or professional groups gain control (petroleum engineers in oil companies), where individuals with links to key regulators or stakeholders gain control (lawyers in regulated businesses), or where individuals with unique and valuable skills gain control (surgeons in hospitals).11
Structural Views of Power
A firm’s structure, or some broader structure within which an actor operates, may also serve as a source of power. Those who occupy certain critical locations within that structure have more power. Often the most powerful individuals in a firm occupy multiple key positions. For example, an individual who serves as both chairman and CEO of a firm likely has more power than if that individual occupied only one of the two top positions. Indeed, firms sometimes separate these top positions to reduce the structural power of its top manager. This is happening more frequently since the financial crisis of 2008 and allows boards of directors to restructure relations with their top managers. An example of this restructuring occurred in December 2011, when Avon Products announced that it would separate these two
478 • Chapter 14 • Environment, Power, and Culture
roles and find a replacement for Andrea Jung as CEO while maintaining Jung in the chairman’s role.13
There are other types of structure-derived power that are less direct but potentially as important for the firm. As we saw in Chapter 13, structure involves information networks within firms and networks of social relationships that develop among the firm’s employees, customers, suppliers, and other stakeholders. These networks can both support and impede the power of their participants. Having a prominent position within important informal networks in firms can give an individual holding that position a degree of power that enhances his or her formal authority and makes it easier to influence organizational outcomes. Individuals in minor or marginal positions in networks will likely find their power limited relative to those holding more central positions.
Ronald Burt provides an explanation of how structural power can be conferred by network positions in his theory of structural holes.14 Structural holes are relationships in social networks in which one actor is the critical link between individuals or entire groups. To associate with each other, these individuals or groups must go through the actor who spans the structural hole. The individual who can “span the hole” uses control of information or resource flows as a source of power. If representatives of the two separate groups can interact regularly, they may eliminate their dependence on the focal individual, thereby eliminating his or her structural power.
Burt uses the term tertius gaudens (happy third) strategy to describe how structural holes create opportunities for individuals to obtain power. The tertius is the “third who benefits,” and the strategy involves spanning a structural hole and bargaining with the parties on either side for the most favorable terms. The “third” may be a go-between in a trading relationship, such as a real estate broker. Alternatively, the “third” may possess a scarce resource required by two or more parties, such as a manager who must divide limited time among several subordinates.
The potential for those spanning structural holes to accumulate power can prompt concerns among other members of the network. One way to address this is to reconfigure networks to reduce the number of structural holes. Depending on the costs of forging redundant or duplicate connections, this may be infeasible. It may pay to have specialized network actors, even if they could abuse their positions. Another way to limit abuses by specialized network actors is by developing regulations and norms governing them. Roberto Fernandez and Roger Gould made this finding in their study of the influence of five types of brokerage positions on national health policy.15 By “brokerage position,” they mean a position in a social network that connects otherwise unconnected pairs of actors. Fernandez and Gould identify a “paradox of power” in which brokers had to appear neutral to influence decision processes. This suggests that key network positions might augment one’s power as long as the positions are not also used to pursue personal interests.
Do Successful Organizations Need Powerful Managers?
Unless employee relationships can be completely governed by incentive contracts, a manager must possess some power in order to be successful. But the presence of a powerful manager does not guarantee success. A major purpose of corporate governance is to rein in the power of senior management. In the presence of agency costs arising from hidden actions, hidden information, and related problems, a powerful manager may divert information and resources toward personal goals. However, a powerful manager is necessary in order to reduce the agency costs to the firm that
Power • 479
EXAMPLE 14.2 POWER AND POOR PERFORMANCE: THE CASE
OF THE 1957 MERCURY16
Although power may be useful in getting things done, it can also be dysfunctional if it helps the wrong programs to be accomplished—that is, if it is used to circumvent the checks and balances that are necessary to evaluate the market feasibility and cost effectiveness of any effort. An example of this occurred with the development of the 1957 Mercury. Called the “Turnpike Cruiser” by Ford managers and a “steel cartoon” by its critics, the model was introduced to great fanfare but failed to make good on its high costs and lofty sales projections. Overall, Ford lost an estimated $369 on every 1957 Mercury it sold, and the car proved a harbinger of even greater problems that came with the now-infamous Edsel. In his group history of the careers of the “Whiz Kids” at Ford, John Byrne provides an example of the functions and dysfunctions of power in the career of the Whiz Kid responsible for the new Mercury, Francis “Jack” Reith.
Reith had a number of power bases from which to push the development of the new Mercury. First, he was a dynamic and almost charismatic leader, who drove his subordinates but inspired considerable admiration in the process. He was also highly intelligent and effective at persuading others to follow his direction. Reith had accumulated a considerable track record since he joined Ford in 1946. Most recently, he had received credit for the successful turnaround and sale of Ford’s subsidiary in France. On the basis of this success, Reith enjoyed the support of his superiors, Lewis Crusoe and Henry Ford II. He also gained standing from his association with the Whiz Kids, who had nearly all distinguished themselves at Ford and who were clearly recognized as a group as well as individually. Finally, Reith had position power, in that he was promoted to the head of the Mercury division once his 1957 plan had been approved.
Reith saw the 1957 Mercury as part of a larger plan by which Ford could contend with General Motors for leadership in automobiles through a major expansion of an existing make
(Mercury) and the introduction of an entirely new one (the Edsel). Reith’s boss, Lewis Crusoe, promised him his support (and the top job) at Mercury, if the plan could be approved by the board of directors. In preparing for that board meeting, Reith used all of his bases of power effectively.
Reith was perhaps too effective. There were doubts about the initiative in several quarters. The plan promised too much (a 54 percent sales increase). It required a larger expansion of the dealer network than Ford had ever anticipated. The projected expenses of the project were staggering and, in effect, required a large increase in market share to justify the project. As one executive remembered, “the numbers were totally unrealistic. They had to be. It was the only way to justify the plan” (Byrne, p. 225). The estimated price for the project was equal to the company’s total profit before taxes the previous year ($485 million).
These doubts were not raised, however, because Reith’s colleagues, whose job it was to ask difficult questions about projects, failed to do so in this case out of deference to their friend. When questions were raised, Reith and Crusoe jointly overpowered the opposition. Much of this persuasion was based on fear, intimidation, and concern for the career consequences of resistance. The norm for rational project analysis that the Whiz Kids had introduced to Ford was forgotten in the process of securing project approval. The failure of the car, which ended Reith’s career at Ford, was due in part to the flawed decision processes described above that allowed Reith to push through his initiative at the expense of critical analysis. Reith and his managers, however, also failed to pay attention to market research, which indicated increased consumer interest in safety and decreased interest in the stylistic flourishes that characterized the car. Instead, the 1957 Mercury was based on managerial intuitions about consumer preferences for stylish cars rather than on data. The car also
480 • Chapter 14 • Environment, Power, and Culture
suffered from numerous quality and safety problems. In making this error, however, Reith was not alone. The year 1957 was a strong one for the Volkswagen, a small, simple car that focused on economy. It was also the first year in
which consumers’ interest in automobile safety and quality increased. Many managers in Detroit missed this shift in the market, which would lead to further problems for the industry in the 1960s and 1970s and beyond.
stem from the actions of those at lower levels in the organization. Whether giving a manager power has positive or negative effects also depends on the stability of the firm’s environment. In a relatively stable environment, power arrangements within the firm can evolve and adjust, until an arrangement results that seems to work. This is analogous to Chandler’s idea that structure follows strategy, which we discussed in the prior chapter. However, in an environment that is undergoing significant changes, prior power arrangements may prove ineffective and the power previously granted to managers may end up impeding the efforts of the firm to adapt to environmental changes. Overall, power is a two-edged sword whose effects can be positive or negative for firms. We expect that the accumulation of power will be helpful or harmful according to the following conditions:
Accumulation of power is helpful when
1.There are high agency costs in coordinating managers and lower-level workers.
2.The firm’s environment is relatively stable. Accumulation of power is harmful when
1.There are high agency costs in coordinating among levels of upper management.
2.The firm’s environment is relatively unstable.
In situations where neither condition holds—for example, when there are high agency costs in coordinating managers and lower-level workers and the firm’s environment is unstable—then the allocation of power will prove much more difficult to accomplish effectively.
The Decision to Allocate Formal Power to Individuals
Thus far, our discussion has skirted two interrelated issues. First, when should the firm grant formal authority to individuals who already wield great power by virtue of their control over key resources? Second, who should exercise that authority and discretion? The simple answer to the first question is that firms should internalize decisions when fiat and administrative discretion are efficient ways of settling disputes. We covered this idea when we discussed corporate governance in Chapter 4. Problems with corporate oversight are also discussed in Chapter 12. If formal power is to be used effectively, its holders should be informed about the policies they will need to approve and the disputes they will need to resolve. This expert knowledge forms an important basis for authority, and power has been recognized since the earliest writings on bureaucratic organizations.17
This does not imply that knowledge and power are perfectly correlated. In some settings (e.g., research laboratories), it would be inefficient to make the most knowledgeable individual the manager, since that individual would be most useful to the
Power • 481
firm as a generator of knowledge or new products rather than as a resolver of disputes. An outsider who joins the top management of a firm may bring considerable knowledge of functional areas, but may lack detailed local knowledge of the new firm and the specific businesses the firm pursues.
A second basis for allocating authority concerns the need to ensure that managerial motivations and interests are productively aligned with the goals of the firms
EXAMPLE 14.3 POWER IN THE BOARDROOM: WHY LET CEOS
CHOOSE DIRECTORS?
According to the Economist magazine, CEO pay in the United States has risen more than ten times as fast as average worker wages since the 1970s. Many observers have wondered whether this increase in pay was justified by changes in the labor market for CEOs, or whether pay increases stem from some other, less benign cause.
Graef Crystal, a onetime compensation consultant turned pay critic, argues for the latter. His book, In Search of Excess, asserts that CEOs control the pay-setting process through their control of compensation consultants. Consultants, ostensibly hired by the board to give directors some sense of “appropriate” pay levels for the CEO, artificially boost these figures in order to please the CEO and increase his pay. Consultants do this, Crystal claims, because it is the CEO, not the board, who determines whether that consultant is hired again by the firm in the following year. And why do directors allow the CEO to get away with this? Crystal argues it occurs because of the vital role that CEOs play in selecting the board members in the first place.20
Kevin Hallock offers evidence that board “interlocks” do seem to affect CEO pay.21 If an employee of firm A sits on firm B’s board, and vice versa, then the boards of the two firms are said to be interlocked. Board interlocks are associated with higher-than-normal CEO pay. One possible explanation for this result is that a quid pro quo exists. Acting in his role as firm B director, the firm A CEO allows the firm B CEO to be overpaid, and the firm B CEO responds in kind. Given the possibility for such collusive behavior, though, one wonders why CEOs are allowed so much influence in determining the composition of their boards. A director’s role,
after all, is to monitor the CEO—wouldn’t shareholders prefer independent monitors?
Benjamin Hermalin and Michael Weisbach suggest a potential answer that centers on managerial power.22 Power, in their context, comes from scarcity. Consider a CEO with a track record of great success. Given the CEO’s record, it is unlikely that the firm’s best alternative CEO is nearly as good. That is, the CEO the firm would hire if the current CEO were to leave probably would not be able to run the firm as well as the current CEO. Examples of powerful CEOs—in the sense that the alternative CEO is unlikely to be as good—might include Steve Jobs of Apple (before his death in 2011) and Warren Buffett of Berkshire Hathaway. Powerful CEOs can use the threat of departure to bargain with the board over what they want. And what might they want? Higher pay, of course, but also control over the board of directors.
Hermalin and Weisbach’s power-based analysis fits with a number of key facts about CEOs and boards. First, “independent” direc- tors—those with no ties to the CEO—are more likely to be added to boards if the firm’s performance has recently been poor. Second, board independence tends to decline the longer a CEO has held the position. Third, the probability that a CEO will be fired after poor performance is greater when there are more independent directors. Their insights also suggest that Hallock’s findings—that board interlocks are associated with higher pay—might not reflect a causal relationship. That is, it might not be the case that interlocks cause high pay; instead, both high pay and interlocks might just be symptoms of managerial power.