Capital Dependence,Financial Risk,and Change from the Multidivisional to the Multilayered Subsidiary Form

Students of the modem corporation continue to assume that corporations have the same form as they did before the turbulent 1980s when the economy became increasingly globalized and competitive. Our analysis shows that corporations are changing from the multidivisional form to a multilayered subsidiary form. Previous research showed that most corporations were multidivisional in the late 1970s. However, by 1993, 42% of the largest 100 industrial corporations had one or no divisions. The mean number of divisions per corporation declined from 8.8 in 1981 to 4 in 1993, while the mean number of domestic subsidiary corporations increased from 23 in 1981 to 51 in 1993. Parent corporations are creating a hierarchy of subsidiary corporations. Most of these changes occurred after the mid-1980s change in state business policy. The theoretical framework historicizes the corporation by identifying how capital accumulation constraints and changes in the institutional arrangements (e.g., the state) within which corporations are embedded created motives and behaviors that resulted in a change in the corporate form. Findings from logistic regression suggest that corporations that have low profits, have low working capital, have a decline in dividend payments, and manufacture high-risk, liability prone product lines have an increased probability of change to the multilayered subsidiary form. Our results provide support for the capital dependence perspective.     

Corporate Form and the State: Business Policy and Change from the Multidivisional to the Multilayered Subsidiary Form*

The largest industrial corporations are changing to a multilayered subsidiary form. Whereas corporations have used subsidiaries to organize their assets since the tum of the century, the number of wholly owned subsidiaries in the 100 largest industrial corporations doubled between 1981 and 1993. The question addressed here is: Why are corporations changing their form now? I suggest that the question is historically contingent and that the answer is, in part, explained by changes in state business policy. A capital dependence framework is elaborated to examine the relationship between state business policy and corporations in the 1970s and 1980s. Business policy changes–resulting in the Tax Reform Act of 1986 and the Revenue Act of 1987–provided corporations with tax-free procedures for parent companies to simultaneously restructure their divisions as subsidiaries and restructure their debt. There are additional incentives for corporations to restructure their divisions as subsidiaries: (1) creating a liability firewall between the parent company and its subsidiary corporations, limiting the financial risk of parent companies, and (2) creating an internal capital market, providing an alternative form of financing thereby reducing corporations’dependence on external capital markets.     

CORPORATE DIVERSIFICATION REVISITED: The Political–Legal Environment,the Multilayer‐Subsidiary Form,and Mergers and Acquisitions

This article examines causes of product‐line diversification in the largest 200 U.S. corporations between 1986 and 1996. The analysis shows that some corporations decreased their level of diversification. However, in contrast with previous studies, other corporations became more diversified. Change in the number of first‐level subsidiaries and the value of mergers and acquisitions influenced corporate diversification. In contrast with the multidivisional form, the organizational characteristics of the multilayer‐subsidiary form give management greater capacity to socialize capital, pursue mergers and acquisitions, and manage a large and diversified corporation. This multilayer‐subsidiary form limits the managerial problem of bounded rationality by organizing product lines and product groups in legally independent subsidiary corporations that are embedded in their respective markets.     

CORPORATE TAX LAWS, CORPORATE RESTRUCTURING, AND SUBSIDIARIZATION OF CORPORATE FORM, 1981–1995

Between 1981 and 1995 the dominant form of Fortune 500 firms changed from the multidivisional form to the multisubsidiary form (Zey and Camp 1996). The explanation for the movement toward subsidiarization originates in changes during the late 1970s and 1980s in the political economy, the relationship between corporations and capital, and the regulation of corporations. As a result of the declining capital accumulation of the 1970s, the federal government instituted two measures of corporate welfare, the Tax Reform Act of 1986 (TRA86) and the Revenue Act of 1987 (RA87), that provided corporations with nontaxable ways to restructure their acquisitions and divisions as subsidiaries. Thus, by the process of subsidiarization, corporations were able to continue capital flows. We examine the increase in subsidiarization from 1981–1995 as a means of assessing the utility of four theoretical perspectives to explain change in corporate form. A one-way random effects panel analysis demonstrates how corporate financial conditions, national business laws, and organizational characteristics combine to affect the rate of subsidiarization of U.S. corporations. Separate panel models for 1981–1985 (pre- TRA86) and 1986–1995 (post- TRA86) reveal that changes in corporate tax laws affect capital accumulation and result in significant change in corporate form. This analysis supports the structural political economy contingency theory arguing that change in capital accumulation, brought about by macro changes in political legal conditions of corporations, leads to the transformation of corporate form.     

THE TRANSFORMATION AND SURVIVAL OF FORTUNE 500 INDUSTRIAL CORPORATIONS THROUGH MERGERS AND ACQUISITIONS, 1981–1995

The 1980s leveraged buyouts followed by the 1990s stock swap mergers represent the most dynamic period in U.S. business history. Using Cox regression with time-varying covariates, we examine the relationships among changes in corporate mergers and acquisitions, changes in corporate diversification strategies, and the transition from the multidivisional form (MDF) to the multisubsidiary form (MSF) of the largest Fortune 500 U.S. parent corporations. Consistent with the political economy contingency theory of accumulation (PECTA), our findings show that acquisition risk is reduced as a function of size, product and industry diversification, and percentages of shares held by institutional investors. Acquisition risk is increased by holding units in a multidivisional rather than a multisubsidiary form, higher returns to shareholders, higher divestitures, higher production to administrative imensity, and surviving previous takeover attempts. The political-legal institutions of the state have increasingly engaged in activities that are supportive and profitable for industrial and financial corporations. The actions of the state are increasingly aligned with the interests of capital.     

THE IMPORTANCE OF LEGAL FORM OF ORGANIZATION ON SMALL CORPORATION EXTERNAL FINANCING

This article quantitatively evaluates the impact of legal form of organization (LFO) choices, C versus S corporation, on small business external financing. A treatment effect model is formulated and estimated to examine the relationship between corporate types and chances of obtaining external financing. The estimation takes into account self‐selection bias associated with LFO choices. This article finds that LFO choices mainly affect small corporations' access to external equity capital, but have no significant impact on loan financing. Specifically, when a small corporation selects the C corporate legal form, the probability of obtaining new external equity is eight times higher compared to when it selects the S corporate legal form. Furthermore, the results suggest that better access to external equity investments, loosening business capital constraints, leads to better growth prospects for small C corporations. These empirical results have important macro‐economic implications on corporate financial and fiscal policies. (JEL G32, G38)     

IRRATIONALITY AND CONTRADICTION IN ORGANIZATIONAL CHANGE: Transformation in the Corporate Form of a U.S. Steel Corporation, 1930–1987

This article analyzes historical and interview data on one of the largest steel corporations in the U.S. to determine (1) the effects of financial controls on long-term incremental organizational changes, (2) the effects of the environment on the organization, (3) the degree to which organizations structure their environment, and (4) the conditions that transform the corporate form. Findings demonstrate that transformations emerge from crisis due to contradictions within the corporate form and between the corporate form and its environment. The sources of these contradictions include the long-term irrationality of formally rational financial controls, oligopolistic structures, and the state's tax policies. These findings question efficiency arguments in general, but more specifically do not support Alfred Chandler's conception of the "logic of managerial enterprise," which suggests that oligopolistic corporations are efficient because their size provides capital to realize economies of scale, and market share competition sharpens management's skills.     

THE TRANSFORMATION FROM MULTIDIVISIONAL FORM TO CORPORATE GROUPS OF SUBSIDIARIES IN THE 1980s:

In the 1980s, the corporate form shifted from multidivisional forms to corporate groups of subsidiaries. Although many aspects of corporate change during the 1980s have been examined, the magnitude and nature of changes in corporate form have received relatively little attention. Moreover, this transformation of corporate form has been inadequately explained by the dominant theoretical perspectives on corporate form—managerialism, institutionalism, and agency theory. A new theory that incorporates dimensions of the existing perspectives is presented. This perspective maintains that corporate change occurs as a dialectical process, which in the 1980s involved a shift of corporate control from managers to owners, resulting from a crisis in the accumulation of capital in the corporation. After gaining control through institutional investments, owners insisted on greater return on their investments. Mergers and acquisitions transferred corporate capital from corporations, controlled by managers, to shareholders. The relative utility of this perspective compared to existing perspectives for explaining the transformation of corporate form in the 1980s is demonstrated, and hypotheses for understanding changes in corporate form in the 1990s are proposed.     

The Welfare Effects of the Reagan Deficits: A Portfolio Choice Approach

I analyze the incidence of U.S. fiscal policy using a two-period, general equilibrium portfolio choice model with imperfect capital markets. Using data from the 1983–89 Panel Survey of Consumer Finances, I divide the population into three groups according to their 1982 portfolio choices and calculate average tax rates for each class of asset holders. Compared to the counterfactual of constant tax rates, the high deficits of the 1980 s harmed the welfare of two large minorities concentrated in both the higher- and lower-income groups, but benefited the majority whose income fell largely in the middle of the income distribution.     

A stimulus for sustainable growth and development: Construing a composite index to measure overall corporate performance

Abstract

Various methods have been developed to measure sustainability. When it comes to measuring whether sustainability issues are integrated in overall corporate performance, companies broaden their reporting from economic performance to ‘sustainability performance’ and there are various frameworks around for benchmarking sustainability outcomes. A major emphasis, however, is on technical data. The main efforts have been consolidated in the Global Reporting Initiative (GRI). Each of the indicators prudently measures a well-determined set of facts. However, one major discussion point is whether the reporting frameworks do really reflect the link between sustainability and economic value, and how they would properly connect to the information used by management for running the business on a day-to-day basis. This article tries to point out that one way out of the disconnected ness might be through expanding the concept of ‘Economic Value Added’ (EVA). EVA measures overall corporate performance by claiming that shareholders gain when the return from the capital employed in a corporation is greater than the cost of that capital. From there it is a short way to proclaiming that all stakeholders gain when the value created by a corporation is greater than the cost of the capital employed in the corporation and the capital employed in whichever commonly available resources outside the corporation are used by its business. The expansion of EVA that is envisaged would be to enlarge the cost of capital by the costs that are caused by that part of ‘Public Goods’ that is available to a corporation. There is one political and one theoretical obstacle in this: the argument is quite radical and complying with it would require some leadership from ‘big corporations’; and valuing public goods is a research field that has not yet reached the stadium of generally accepted applicability, at least with regard to aggregative monetary value. However there are new initiatives under way, by the GRI, which will join forces to reach a breakthrough. The article also reflects on the effects the new indicator would stimulate for businesses, their markets and their stakeholders.     

Corporate-governmental networks in the Netherlands

Corporate networks studies have been restricted mainly to the private or business sectors. Network analyses involving both corporations and state or government agencies have been extremely rare. In this paper, the intercorporate network of interlocking directorates in the Netherlands, based on 86 large corporations and financial institutions, is studied in terms of a bipartite corporate—governmental network which arises from the interlocking memberships linking these corporations with major committees, agencies and similar centers of decision in the public sector or central state mechanisms in the Netherlands. The corporations, representing 27 industrial sectors, have been related to government and state agencies in 28 policy sectors. In this exploratory analysis the two heavy industries, metal/shipbuilding and chemicals/oil stand out clearly. With respect to the 17 central firms the results demonstrate consistent correspondence between their central position in the Dutch corporate network and the degree of their interlocks with policy sectors in the state. The results also show that the interlocks are overwhelmingly linked with the two policy sectors “economic affairs” and “education and sciences”. Hence a more detailed analysis of the interlocks with these two policy sectors is reported.     

ENVIRONMENTAL JUSTICE AND THE POLITICAL PROCESS: Movements, Corporations, and the State

I explore two questions in this article: (1) How has the role of the U.S. state in the political process changed vis‐à‐vis corporations? (2) What tactical repertoires have movements devised to confront this changing political process? Through the lens of the U.S. environmental movement, I find that (1) the state's policy‐making authority has weakened as corporations have become both policy makers and the new targets of challengers, (2) the environmental movement has devised organizing strategies–such as corporate‐community compacts or good neighbor agreements–to respond to and influence this new political process, and (3) those segments of the movement that ignore the political economic process are likely to meet with failure. These changes in the political economy constitute a challenge for the political process model. I therefore propose a “political economic process’ perspective to extend the political process model and more accurately capture these dynamics. The political economic process perspective evaluates four state‐centric assumptions of the political process model (the state as the primary movement target or vehicle of reform, the state policy‐making monopoly, capital as just another interest group, and the primacy of the nation‐state level of analysis) and demonstrates that the political economic process has changed in dramatic ways.     

IDENTIFYING THE ROLE OF RISK SHOCKS IN THE BUSINESS CYCLE USING STOCK PRICE DATA

I analyze the sources of U.S. business cycle fluctuations in an estimated Dynamic Stochastic General Equilibrium model with a rich set of nominal and real rigidities and various exogenous disturbances. The model includes a shock to the expected risk‐premium, which introduces a time‐varying wedge between the policy rate set by the central bank and the cost‐of‐capital of firms. In the aggregate data, most U.S. corporations finance their investment using internal funds, and stock prices reveal the opportunity cost of this type of financing. I therefore use corporate market value and dividend data in the Bayesian estimation of the model to identify risk shocks. Variance decomposition exercises show that these shocks account for a substantial part of the variation in the stock market, as well as the variation in output and investment, especially at short forecast horizons. The variation of these variables at longer forecast horizons are mainly captured by shocks to investment‐specific technological change. Historical decomposition points to the important role played by risk shocks in the run up of stock prices and output in the late 90s, and in the reversal of these variables in the early 2000s and during the recent recession. (JEL E32, E44)     

Corporations and the State in the Global Era: The Case of Seaboard Farms and Texas*

Abstract Employing the case of the expansion and regulation of hog confined animal feeding operations (CAFO) in Texas combined with the actions of the transnational agri‐food corporation Seaboard Farms, Inc., this paper probes the relationship between the state and corporations in the global era. It specifically investigates the ability of the state to control agri‐food corporations in a context in which the hyper‐mobility of capital has increasingly allowed corporations to by‐pass state regulations and requirements. Salient literature is reviewed by grouping it into three camps: the first views the state as largely controlled by corporations; the second stresses the powers left to the state and the fact that corporations need state assistance to successfully operate in the current global economy; and the third acknowledges the crisis of the nation‐state under globalization but maintains that the state has retained some ability to resist globalization forces. The case study documents the expansion of Seaboard Farms' hog operations in the Panhandle Region of Texas and nearby states and its interaction with local and state governments and agencies. The article indicates that the relationship between transnational corporations and the state is contradictory. Its source rests on the fracture between varying postures maintained by the state and the relatively homogenous behavior of the CAFO corporations. The case also reveals that the state's limited control of corporate actions is facilitated by state strategies; that corporate actions are successful if corporations enlist the cooperation of the state; and the state is able to control resistance and legitimize its actions to its constituencies. These conditions, however, do not prevent the emergence of anti‐corporate resistance at local and state levels. In the search for new forms of socioeconomic development, local residents and their leaders should be aware of corporations' ability to affect state action, state postures that favor corporate designs, and the fact that successful opposition to corporate designs can be, and is, carried out.     

Transnational business feminism: Exporting feminism in the global economy

Business feminism is a brand of feminism that privileges women's advancement in the corporate hierarchy and centres corporations as the ultimate purveyors of gender equity. While scholars have critiqued this formulation, little empirical research has analysed the processes that guide the dissemination and translation of business feminism in organizational settings within global corporate networks. This article advances scholarship on the global processes that drive the export of business feminism logics. We analyse the process of dissemination of business feminism from the headquarters of multinational corporations to corporate hubs located in Hungary. This process relies on women executives who are charged with translating policies and practices originating in the headquarters of western corporations. In‐depth interviews with women executives charged with implementing corporate policies reveal the ways in which business feminism is interpreted, modified and/or resisted by actors within organizational settings.     

CORPORATE CONTROL AND PERFORMANCE IN THE 1930s

This paper tests the Berle and Means thesis that the dissemination of corporate ownership has allowed corporate managers to pursue goals other than profit maximization. Using piece-wise linear regression analysis with a sample of large U.S. corporations in the 1930s, a nonlinear relation is estimated between the degree of dominant stockholder control and corporate performance. The empirical results lend some support for the Berle and Means view of the "modern" corporation. In particular, a small degree of stockholder control is found to be associated with a low level of corporate performance, ceteris paribus.     

Business restructuring,management control,and corporate organization

Conclusions After half a century of growing dominance of the large corporation by non-owning managers, the 1980s were marked by a slowing or even reversing of their quiet revolution. Professional managers had come to control the corporation on the premise that they could more efficiently produce shareholder value than the original founder-owners. They turned shareholding into a passive investment on the same premise. As companies faced increasingly competitive pressures during the 1980s, however, the legitimacy of the rule of incumbent management came under challenge. No longer could government interference be blamed for many of the problems facing business; fingers pointed at management itself. As the criticism of corporate leadership gathered momentum, a leading diagnosis focused on one of managerial capitalism's crowning achievements: the autonomous power of professional management.The critique viewed the managerial autonomy as excessively permissive, the agency system as no longer effective. Professional managers had come to show too much concern for the social welfare of various stakeholder groups, including themselves, and too little concern for the financial welfare of the only stakeholder group that should really count — the shareholders. Many of the restructuring efforts were thus undertaken in the name of returning companies to the single-minded pursuit of ownership interests. What had stood in the way of such a pursuit was less a matter of government constraint and more a matter of inadequate stockholder vigilance by their appointed agents.Mindful of the critique, incumbent managements moved during the mid- to late-1980s to improve stockholder returns by paring the workforce and cutting other costs. Corporate acquisitions and leveraged buyouts brought new management teams to the fore where others had seemingly fallen short. The resulting restructuring reached a large proportion of the nation's major companies. Half or more of the largest companies had undergone a significant reduction in their workforce. And the dollar value of company resources changing ownership hands expanded considerably. The aggregate purchase price of mergers and acquisitions of publicly-traded firms in 1988 was nearly three times greater than in 1981. Even more striking was the sharp increase in the number of publicly-traded companies and divisions that were taken private. The aggregate dollar value of such buyouts in 1988 had increased almost 25 times over that in 1981. This opening of the market for corporate control among major U.S. firms brought a significant fraction of the nation's large corporations more directly under the immediate oversight of ownership interests.The reassertion of ownership control over large corporations was usually taken in the name of improving corporate earnings. Would be takeover groups generally promised more internal discipline and stronger financial performance. Whatever the actual financial impact of the intensification of ownership interests, available research suggests that it has had organizational impact. General company strategies may come to be more centrally guided while specific operating actions are devolved further down the organization.Ownership change and other restructuring steps have also ramified into corporate social and political action. That outreach is likely to be less vigorous and more divided. It is also being redirected. During the 1970s and early 1980s, corporate energies focused on reducing government regulation and improving community opinion. Those energies are now increasingly focused on facilitating or resisting restructuring. Companies have fought legislation that would limit the process of plant closings, but they have also sought legislation to protect themselves against hostile takeovers.The evidence also suggests that considerable managerial discretion remains in shaping company response to the restructuring pressures. Although market and organizational factors are sure to act as constraints, top management, whether a relatively autonomous non-owning management group or an owner-dominated management, retains an important independent capacity to exercise strategic choice. That choice is likely to receive special shaping by the long-term ascendance of financial managers and the decline of manufacturing personnel at the executive level.Yet corporate change must not be viewed as isolated managerial responses to changing market conditions. Companies and managements frequently look to one another for guidance in coping with ambiguous circumstances. DiMaggio and Powell's analysis of organizational isomorphism, for example, suggests that firms frequently adopt organizational practices not because they are dictated by the firm's market strategies, but rather because they are already used by other companies. Similarly, Granovetter's analysis of the social embeddedness of economic action indicates that company decisions are partially shaped by top management's contacts with their counterparts in other firms. Understanding company responses to restructuring pressures therefore requires a focus on inter-company flows of ideas and doctrines as well as purely internally generated responses specific to the company. Reactions to the restructuring pressures that are collectively developed and defined in the broader business community may prove to be as critical as individually fashioned solutions in guiding management approaches to restructuring during the years to come.

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The network of global corporations and elite policy groups: a structure for transnational capitalist class formation?

This study situates five top transnational policy–planning groups within the larger structure of corporate power that is constituted through interlocking directorates among the world's largest companies. Each group makes a distinct contribution towards transnational capitalist hegemony both by building consensus within the global corporate elite and by educating publics and states on the virtues of one or another variant of the neo–liberal paradigm. Analysis of corporate–policy interlocks reveals that a few dozen cosmopolitans – primarily men based in Europe and North America and actively engaged in corporate management – knit the network together via participation in transnational interlocking and/or multiple policy groups. As a structure underwriting transnational business activism, the network is highly centralized, yet from its core it extends unevenly to corporations and individuals positioned on its fringes. The policy groups pull the directorates of the world's major corporations together, and collaterally integrate the lifeworld of the global corporate elite, but they do so selectively, reproducing regional differences in participation. These findings support the claim that a well–integrated global corporate elite has formed, and that global policy groups have contributed to its formation. Whether this elite confirms the arrival of a transnational capitalist class is a matter partly of semantics and partly of substance.     

Social capital,guanxi and political influence in Chinese government relations

Social capital has emerged as a promising theoretical approach to understanding political influence in the public relations literature. However, the rationale of using social capital to influence corporate government relations in authoritarian societies is indistinct. To remedy this, we integrate Bourdieu’s (1986) and Lin’s (2001) social capital theories to explore how applying a variant form of social capital (e.g., guanxi) might shape corporate government relations in authoritarian China. A multi-method, qualitative approach was employed involving 44 interviews, participant observation and document review. The findings highlighted an underexamined “vertical” dimension of social capital (i.e., links with authority in a hierarchy), which enables corporations to exercise agency over the pre-existing and often vague regulatory environment. This study adds a new perspective to social capital with hierarchical guanxi that enriches our understanding of guanxi-based political influence in Chinese corporate government relations.