To: Amy J who wrote (167170 ) 6/27/2002 2:21:46 PM From: BelowTheCrowd Read Replies (4) | Respond to of 186894 Another thought on corporate governance. I read an interesting opinion yesterday, stating that we owe some of the blame for the current state of affairs to the "do gooders" of the early 90s, who passed new laws to make hostile takeovers much more difficult.It should come as no surprise then that, as hostile takeovers declined to 4% from 14% of all mergers, executive compensation started a steep climb, eventually ending for some companies with bankruptcy and management scandal. The largely mythical abuses alleged to result from an unfettered takeover system were less costly to investors than what has occurred since. Every statute, adjudication, or regulation that in any way inhibited the free functioning of the market for corporate control simply raised the real cost of ousting inappropriate managers. Dollar for dollar, every increase in those costs could be claimed by incumbent managers, either in greater rewards to themselves or in inefficient management policies. Until the real cost of wastefulness equals the cost of a successful takeover fight, they remain secure behind a legal barrier to their ouster, at least until the whole house of cards collapses. Enron is a predictable consequence of rules that inhibit the efficient functioning of the market for corporate control. The solution is straightforward but by no means simple: repeal and reverse all the many statutes, rules, and case holdings that interfere with tender offers. American corporations would have to restructure themselves, as they did in the '70s and '80s, to live in a more deregulated market. There would be heavy human costs in the ensuing dislocations, and we could expect a screeching replay of the spurious arguments that won the day in the late '60s and mid-'80s. But with such a reversal of policy, however unlikely, executive compensation would begin to plummet, there would be less pressure on accountants to cook the books, and American corporations would probably enter another period of innovation, efficiency, and profitability. Full text in Yesterday's Wall Street Journal. I usually find something wrong with academic arguements in the Wall Street Journal. In this case, I really can't. A combination of state and federal law, combined with a complete abdication of responsibility by the largest owners of stock have effectively insulated management from any real threats. So long as they don't actually commit fraud or other crimes, they are virtually impossible to get rid of. No surprise they're making themselves rich while everybody else loses. Not to get into another flame war, but Jerry Sanders probably couldn't survive if he had to face the threat of somebody taking over AMD and refocusing it for maximum profitability rather than maximum ego trip. And he's pretty tame compared to some of the more extravagant managers in other industries. mg