December 23, 2019 • 33 mins
It's easy to take the economic mores of the time in which you live for granted. It's so easy, in fact, that it doesn't occur to most of us to question them. But question them we should. In his new book, TRANSACTION MAN, longtime journalist and Dean Emeritus of the Columbia Journalism School Nick Lemann shows that the beliefs that have shaped our modern world are not inviolable truths, but rather temporary and fragile constructs. In this episode, Bethany and Nick range from the 1950's-era belief that big corporations were the keepers of the social good, to the modern era of profit maximization, and agree that we need to keep questioning economic models and trends...because you never know when you’ll realize, all of a sudden, that they’re wrong.
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Episode Transcript
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Speaker 1 (00:01):
I'm Bethany McLean. This is making a killing in this show.
I cut through the hype and handwringing to reframe the
stories you thought you understood and uncover the ones you
didn't know were important. I started work on Wall Street
in nineteen ninety two, in the mergers and acquisitions department
at Goldman Sex. In nineteen ninety five I went to
(00:22):
Fortune Magazine. By this time we were firmly in the
age of shareholder primacy, by which I mean the purpose
of a company was to make money for shareholders. If
they didn't make enough, it was a bad company. And
then a god of finance aka biotfirm, a private equity firm,
would come along and fix things. This was the natural
order of things, or so it seemed my guest today.
(00:45):
Long time journalist Nick Lehman describes this period of acceptance
of the status quo and his brilliant new book Transaction Man,
The Rise of the Deal in the Decline of the
American Dream. He writes, there moments in history when everything
seems calm, when there isn't some obvious bitter contention about
big problems. That, of course, was the late nineteen nineties,
(01:06):
even the subsequent dot com crash, and then, of course
the implosion of Enron didn't seem to me at the
time so much an example of a deep systemic problem
as it was a story of good ideas taken to
bad extremes at a market peak. The men, and they
are mostly men, who order our economic world, must be
right in their thinking, because well, because they order our
(01:27):
economic world. It's a perfect example of the fallacy of
the consequent high Aristotle. I think the financial crisis in
two thousand and eight made us question all of that.
What Nick does in his book is outline the beliefs
that have shaped our economic world and show them not
as inviolable truth, but as temporary and fairly fragile constructs.
Here's one take the mid century idea that big corporations,
(01:50):
their power kept in check by smart government regulation, would
always dominate. It was the polar opposite of today's startup
loving culture. As Nick writes, it's worth recalling how little
the founding of new companies was part of the prevailing
narrative of how business worked. How obviously wrong did that
turn up to be. Then it became an article of
faith from the eighties until oh about now that financiers,
(02:14):
We're going to make companies stronger and more efficient, and
somehow never mind exactly how that was going to work
for the rest of us too. Now that idea is
under fire as well. In late August, the Business Round Table,
which as it sounds, essentially represents big business, said it
it's changing its statement of the purpose of a corporation.
No longer should decisions be based solely on the Milton
(02:36):
friedmanesque view that the only purpose is to produce higher
profits for shareholders. Rather, corporate leaders should take into account
all stakeholders, that is, employees, customers, and society writ large.
Today I get to discuss all of this and more
with my friend Nick Lehman, who, in addition to his
many other roles New Yorker writer din Emeritus of the
(02:57):
Columbia Journalism School, is also the editor in chief of
Columbia Global Reports, which published my last too mini books.
So I'm thrilled that now I get to talk to
Nick about his new book. So Nick, tell me what
was the genesis of this book. First of all, you
mentioned that I was dean of Columbia Journalism School, and
in that role, fundraising was a big part of my life.
(03:18):
So that was the first time I had encountered the
current generation of very rich people, and I was fascinated
to learn kind of how they thought, which was if
I said, will you give money to Columbia Journalism School,
they'd always say no. If I said, we're going to
disrupt journalism and create an entirely new institution that will
(03:43):
be very loosely related to the Journalism School, but it'll
be sort of entrepreneurial and dismantling everything that existed before,
they'd say, great, I love it. So there was this
kind of prejudice that you'd encounter over and over again
toward taking a part institutions that existed, even once I
believed in, and then creating new ones that would supposedly
(04:06):
be better, or just not having institutions. And there's also
a part about journalism. And I won't name the person,
but one of my fundraising meetings when I was dean
was with a former journalist who had become very wealthy
venture capital investor. So I thought, great, you know somebody
who loves journalism. And I went to see him with
(04:27):
my colleague who was the fundraiser, and he just I
don't know why he took the meeting, but he spent
an hour just giving us a big lecture on how
everything in journalism was going down and he was proud
to be part of that, and how he was going
to fund all these startups that were going to replace
all the familiar journalism institutions and do a better job.
(04:49):
And my development officer and I went back to a
hotel and met for breakfast. I said to him, did
you look at all the sites he's funding? And he said, yeah,
did you? I said, did you do you want to
kill yourself? Or is it just me? Because they were
just you know, pop culture basically, So it just it
just was striking to me to encounter this mindset delivered
(05:15):
with total sureness and a kind of religious fervor, and
to try to sort of pinpoint and identify that as
William White did many years ago in his great book
The Organization Man, which was kind of about the opposite
phenomenon back in the nineteen fifties. Right, So asking these questions,
is it fair to say that by looking at an
institution or a business that you knew well, mainly journalism,
(05:39):
and thinking about how the mindsets regarding journalism were changing,
made you start thinking about these larger mindsets that have
ordered our economic world, and how they've changed over really
the course of American history. Yeah, exactly, I was. I
was using as nonfiction writers often do you know in
fiction class which I've never taken, supposedly they tell you
right about what you know and you know in nonfiction,
(06:02):
I think what you do is, or at least for
book writers, you take something that, probably for a personal reason,
you're intensely interested in and curious about, but you don't know,
and try to find out about it. So with all
my books, there's been this dynamic of how did this happen?
You know, something that I had experienced in a deep
(06:26):
way but hadn't understood, And then I would go try
to unravel the mystery. Now that the Business Roundtable has
come out with a statement about corporations having a broader responsibility,
do you think people recognize that this is, essentially, as
you lay out in your book, a return to an
old way of thinking rather than something that's completely fresh.
I mean, it strikes us all as revolutionary now to
(06:49):
say that the purpose of a company should be something
other than generating shareholder value, and yet that's actually how
most people thought about corporations up until oh, the nineteen
eighties or so. Right, Yeah, But I mean before I
get there, there's a tension between the financial world and
the corporate world, and that's just built into the fabric
of everything. I live on the fabled Upper West Side
(07:11):
of New York, home of liberals. If I say that
to people, the initial reaction is what huh, Because I
think we think of them as the same thing. Business
and finance are both part of the same big evil scheme.
So it takes a little work to introduce the uninitiated
(07:31):
to the fact that this tension exists. But once you
get there, Yes, the story I tell in the book
is one where when we start in the early twentieth century,
there is no notion of corporate social responsibility, and then
it's created with government playing a very large role in
its creation. We can get more into the pause there
(07:53):
and tell us about the character about Off Burley, who
you tell this story through. Burley was a crucial advisor
to Franklin Roosevelt in the early days of the New Deal.
Burley and a co author wrote a book that was
published in nineteen thirty two called The Modern Corporation and
Private Property. In that book, They said Burley had a
flair for the dramatic. For the first time in human history,
(08:17):
ownership and control have been separated. Because the modern publicly
held corporation, then quite a new institution that people found
strange and unfamiliar, has shareholders who are so widely dispersed
that they can't have any influence over the management of
the company. So the management is completely unaccountable, and there
(08:40):
needs to be some way to call them to account.
Early in his career, Burley was read as an advocate
of what we'd now call shareholder activism. In other words,
he was noting this, and people thought he was noting
it to say, well, let's put the shareholders in charge.
That's not what he thought. What he thought was, let's
(09:02):
bulk up government so it can be as powerful as
the corporations, and there can be a sort of fair fight,
like what I call in the book a clash of
the titans between them, and only then, in his view,
would you get the socially responsible corporation. Many years later,
he was quite typical of sort of Eastern liberal establishment
(09:24):
types in saying things like, we have these big industrial corporations,
no one will ever be able to compete with them.
They will last forever. They will only get bigger and
bigger and more dominant. There are no entrepreneurs in America anymore.
Only large corporations can innovate. Wall Street has become irrelevant
in the American economy and will disappear eventually. Because he
(09:48):
thought these corporations would be so rich they would just
invent their own financial products to fund production and things
like that. And you know, in a certain way, I
hate to say he died just in time, because is
this world that he went to his deathbed thinking was
forever and many people like him did exploded not long after.
(10:08):
The three things that really stood out to me that
you noted about Burley were that you wrote he believed
the corporation had become the conscience carrier of twentieth century
American society. And that's a quote from him. Either way,
that's not no, it's but it's fascinating because it shows
how this idea was so ingrained for a while, that
corporations had this larger responsibility. And then I also thought
(10:29):
his idea that a near clash of the Titans analogy
government was the one thing that could restrain big business.
And then the way in which he believed, back to
the point you were making about corporations and finance being
two different things, the way he believed that capital had
come out of capitalism, that this really was just about
big corporations and Wall Street was quiescent. Really, yeah, he did,
(10:50):
he said one of his He loved to make these
dramatic pronouncements, and one of them was, we now have,
for the first time in the world capitalism without capitalists.
Was that right? A fantastic lyde tell us. Before we
move on to how the world changed and how this
world because construct Burley had created seemed to be wrong,
because it's so relevant today, talk a little bit about
(11:11):
the difference in views between Burley and Brandeis. Lewis Brandeis
was Supreme Court justice and before that a crusading liberal lawyer.
He was appointed to the Supreme Court by Woodrow Wilson,
and he's kind of the father intellectually of aggressive anti trust.
His favorite phrase was the curse of bigness, and he
(11:35):
was a crucial advisor to Woodrow Wilson in his first
successful presidential campaign in nineteen twelve. We now forget that.
Number one. The big issue in that campaign was anti
trust policy, believe it or not. And number two Theodore Roosevelt,
one of the three candidates who's seen today as a trustbuster,
(11:57):
was the anti anti trust candidate. Woodrow Wilson was the
one for breaking up big companies, not Roosevelt, because Roosevelt
had embraced Burley's view that big corporations could be restrained
by Yeah, I have this idea in the book Clash
of the Titans. Liberals who tend to be people from
New York, and they believe, you know, supersize government, supersized business,
(12:21):
and then you can have a kind of fair fight
between them. Brandeis believed in dispersing power and not coincidentally,
maybe came from the provinces Louisville, Kentucky. So really interesting relationship.
Burley's very first job he was a lawyer after law school,
was working for Brandeis and Brandeis's law firm and they
(12:44):
had a long tortured relationship. Burley claimed that he kept
a picture of Brandise on his office wall until his death,
but he thought Brandeis was completely wrong on anti trus
Burley was fiercely opposed to anti trust his whole life.
(13:06):
Every time he got a chance to testify in Congress
against breaking up a company. He would do it, and
he just thought this was a kind of backward looking,
nostalgic attempt to revive nineteenth century America. So he would
one of the many things he'd be shocked by if
he were alive today. What is the revival of anti
(13:27):
trust that we're now seeing out on the campaign trail
and in Europe the revival, right at least, the revival
of the idea. I was thinking when you mentioned Brandeis
and the curse of bigness, how much that resonates today,
not only when you think about technology, but the big
banks after the financial crisis. Right, Yeah, And as I said,
Burley had a flair for the dramatic. One of his
many dramatic pronouncements after World War Two, and after Brandeis
(13:51):
was dead, he said, this is such a settled matter
that these big corporations are a good idea for America,
that I believe that justice Brandis, my friend, if he
were alive, would have supported my view. So he sort
of converted Brandis to his position post mortem. So before
(14:12):
we get to how a settled matter became incredibly unsettled,
I want to pause for a minute on Roosevelt, just
because he also is an interesting character in light of
what's happening today, and a complicated one. In other words,
he strikes me as a bit Clintonian, perhaps in his
embrace of multiple ideas that would seem to be in
conflict with each other. Franklin Roosevelt is a fascinating character,
(14:34):
and you know, very attractive in many ways, but he's
beyond Clintonian in his sort of affable elusiveness. One advantage
we have is in those days, everybody wrote everything down,
so there's wonderful archives on all of the endless internal battles.
Remember that FDR changed vice presidents three times, and he
(14:59):
was just always moving and shifting his position instinctively. Well,
or I would say he never really sat down and
stated what his views were. In fact, what people often
cite as the best statement of his views was written
by Burley during the nineteen thirty two campaign. What was that.
(15:21):
It was called the Commonwealth Club speech, and it's often
taught in history classes and so on. And the timing
of presidential campaigns was a lot more slow than it
is now. So around August nineteen thirty two, Burley wrote
Roosevelt a letter he was by then a key advisor,
and he said, look, you know, you might win or
(15:42):
you might lose the election. We don't know. But even
if you lose, you don't want to be remembered as
somebody who had no vision. And right now no one
knows what you stand for, so you need to make
a speech showing what your vision is. So Roosevelt wrote
back and said, okay, write me a speech that contains
my vision and I will deliver it. So Burley and
(16:04):
his wife, who was an amazing and very accomplished medical
doctor named Beatrice Burley, sat down in their kitchen table
in the Berkshires and wrote this speech that they telegraphed
to FDR who was riding on a train across the country.
Supposedly he saw it only minutes before he delivered it,
but he delivered it. And it was this grand, sweeping
(16:26):
vision of very Burly esque, of how America was being
strangled by these giant corporations and government had to push
back against them. And it actually cited Burly's book. Of course,
you can't write a speech without signing your own book. Ye.
So anyway, everybody was always fighting in the Roosevelt administration,
(16:47):
and no one could quite figure out where Roosevelt stood
as he zigged and zag between various warring liberal camps.
And one dimension of this was government regulation. And you
know how much did he believe in markets or not?
Was he trying to save the market or was he
(17:07):
trying to get the United States onto another system? And
then another was did he believe in Brandeis or did
he believe in Burley? And he kind of believed in both, right, yeah,
or no? One could tell that there's a fascinating moment
where Brandeis. In those days, people in Washington, maybe like today,
maybe even more so, didn't color inside the lines as
(17:30):
they say. So Brandeis calls Burley and says, I don't
like FDR's new economic policies and essentially implies if he
doesn't change, I'm going to strike down one of his
key new government agencies, the National Recovery Administration, which is
(17:51):
being challenged in the Supreme Court. So Burley tells Roosevelt this,
Roosevelt writes back in his usual sort of affable, mysterios
way and says, I'll just have to call in the
Justice and have a little talk with him. And whatever
happened in the talk, the Supreme Court did strike down
the National Industrial Recovery Act, with Brandis voting in a
(18:14):
unanimous majority. Can you imagine today if it became public
that a Supreme Court justice was effectively blackmailing the president
at the United States. I mean, that's a pretty extraordinary story, right,
And also it later emerged. I mean, I'm a big
admirer of Brandis, I think he was a great man.
But it later emerged, not from my work, but from
another historian's work that Brandeis was paying a stipend to
(18:38):
his later colleague on the Supreme Court, Felix Frankfurter, who
was an arch enemy of Burley, to sort of promote
ideas that were friendly to Brandis, but that Brandeis couldn't
promote personally because he was a Supreme Court justice. So
how did this world that appeared to be so settled
(18:59):
began to unravel? And at the risk of asking to
why didn't people see it at the time that what
seemed to be so permanent was actually just a fragile,
impermanent construct. You've got this great phrase in the book,
masterless money, and yet that supposedly masterless money suddenly became
a master, a master at the universe. As a matter
(19:20):
of fact, masterless money, I think is another of Burley's
great phrase it's not mine, but just to set the
table for this, any time you were born into a
social system and a group of arrangements, you always kind
of automatically think, well, this is the way the world is,
so this is the way the world will always be.
(19:42):
So I would say what happened is number one, inflation,
which had been quiescent for a number of years, really
took off in the nineteen seventies, and that destabilized the
system a lot, particularly because banks could no longer at
act depositors because they didn't want to have their money
(20:03):
lose its value while it was sitting in a bank
at a regulated interest rate. So it led to all
this listening of the rules at the behest of the
banking line, right. So the banking industry, which had never
really wanted to be regulated in the first place, started pushing, pushing,
pushing to be able to invest more daringly, have fewer
(20:24):
safety and soundness restrictions, etc. So that was That's totally
fascinating and worth pausing on that point for a moment,
because for all the discussion about what led to the
collapse of Glassdagle. Obviously Roosevelt's law. I'd never thought of
inflation as being as being a part of that story,
but it is. Yeah. I think it is a really
important the story. Another part of the story is just
(20:47):
general mood of the times. When I was starting out
in journalism, I was working in Washington in the mid
to late nineteen seventies, and at that point you could
actually see New Deal figures walking down the street elderly men,
and it was just an article of faith with us.
I mean, looking back, you think, well, you know, the
(21:10):
New Deal economic regime, and the whole regime worked pretty
damn well, getting us from a horrible financial crisis in
the late twenties and early thirties to no real financial
crisis for many years. But by we, I mean liberal
journalist types believed that anything with New Deal attached to
(21:30):
it was outmoded and didn't work anymore. So there was
a kind of excitement not just on the right but
also on the left about dismantling things and innovating and
deregulating and starting over. That strikes me as really important.
How people who you would have expected to push back
against the dismantling of some of these systems instead became coopted.
(21:51):
Perhaps that's not the right word, but how does that happen?
I think a lot of how it happened is I mean,
I hate to say, I'm going to say we we
liberal elite types. We're in on the deal our kids,
and we go to schools that are the sort of
bastion of liberalism in America, but where most people, most parents,
(22:15):
and most of the students are going to go into finance,
and finance sort of pays for the whole thing, so
we're sort of beneficiaries of it. Finance gives copiously to
liberal politicians. Barack Obama got more money from Wall Street
by far when he ran in two thousand and eight
than John McCain did. So. In Roosevelt's day, business and
(22:40):
finance were one Republican and now they're very split, and
that means that that world is located part of both.
So tell us about Michael Jensen, because he's this fascinating character,
because he embodies this drive toward the idea that markets
are the answer to everything, and I think a craving
(23:01):
for a simplistic worldview that we all have in a somewhere,
but then he becomes a skeptic of this idea he
did so much to implement. Jensen came from a blue
collar background, from several generations of printers and newspaper line
of type operators in Minneapolis. He was the first person
in his family to go to college, and he wound
(23:24):
up through a few twists and turns in the famous
University of Chicago economics department in the sixties, which is
when Milton Friedman was kind of the guiding spirit there,
and when all these financial techniques that underlie the derivatives
markets were invented by economists, So he was part of
(23:45):
that group that was kind of quantifying the financial performance
of portfolios, and that was the first phase of his work.
Then in the seventies, inspired in part by Freedman. In
those days, as we were noting earlier, the reigning belief
(24:06):
was a socially responsible corporation. So Milton Friedman began questioning
that and saying the only purpose of a corporation should
be to make money for its shareholders. And then Jensen
really took hold of that idea and wrote a famous
academic article, one of the most cited academic articles of
(24:27):
all time, detailing with formulas and specific techniques how a
corporation could reorient itself toward its shareholders. So he became
kind of the intellectual godfather or patron saint of all
those old corporate raiders of the early eighties like Boone
Pickens and Ron Perlman and all those people, because what
(24:49):
he wanted to do was create what he called a
market for corporate control. That is, the control of the
corporation would itself be up for grabs at all times,
available to the person who could produce the best return
for shareholders. So this was kind of the set of
ideas around all the stuff that you were dealing with
(25:13):
when you started at Goldman. Sachs. Oh, it's fascinating. As
I read your book, I thought, here's the intellectual godfather
of the construct of the world that I just took
for granted. I thought that's the way the world was,
you know, mergers and acquisitions and paying CEOs in stock
options so that they would be personally enriched by the
performance of the stock. But the core idea of it
(25:36):
is there's one owner. There's not dispersed ownership. I mean,
he was consciously saying, and he says briefly in that
first article, I'm blowing up Adolf Burley's construct here, you know,
So there's a sort of connection there. So what he
loves about, or used to love about private equity was
that you'd have one person like black Stone or KKR
(26:00):
owning a company, so the shareholder in the management were indistinguishable,
and so that you'd get rid of all these social
arrangements that had been embedded into the corporation union contracts
and fancy offices and all that, and then spin it
off and release value. So all through the eighties into
(26:21):
the nineties, Jensen was always sort of writing and testifying
in Congress and so on in favor of this big
revolution that was going on in the American corporation. Something
like a third of the fortune five hundred disappeared in
the nineteen eighties alone. So it was done by that
nig big, big change, and unpopular with a lot of people,
(26:45):
including a lot of politicians. But Jensen's view was that
his techniques used by others, had saved the American economy
from failure and created hundreds of billions of dollars of value.
But yet he becomes a skeptic, threw he's a real genius,
and he's sort of an ideologue, and like many ideologues,
(27:09):
he tends to have one simple idea that solves everything,
but it's capable of switching. So he's rejected the idea
pretty much of shareholder primacy and instead gone to this
idea that he calls integrity. You have to wonder what
both Jensen and what Early would think of the current
(27:32):
system where you have private equity firms taking over companies
only to cut jobs and destroy pensions. And then supposedly
the mechanism that enables the private equity firms to do
this is indeed workers pensions, which are invested in private
equity firms, as the only possible It's this, it's this odd,
(27:52):
it's this odd, weird circle, right that proves I think,
how corrupted this idea became. But before it we're done,
I want to interestingly chart this move from organization man
to transaction man, but then to network man, which is
where we are now, back to how you began this
story with the primacy of words like disruption and entrepreneurialism.
(28:13):
And do you see this as we finally arrived at
the right system by which to order our world? Or
do you think we should all look at this this
world too and say, wait, this is just another construct
that may not last either or maybe shouldn't last. I'm
picking option be there. It is clear to me that,
especially after the financial crisis, but to somewhat before there,
(28:34):
the idea of a business world that's run for shareholder
value as not just as a market making principle, but
as a society making principle was really losing altitude fast,
you know. And you see that in this presidential campaign,
where there's more talk about these basic economic arrangements than
(28:55):
I can remember in my lifetime by candidates. You know,
we're back to the early twentieth century days in that regard.
For suddenly people care about this again, right, the way
the world is ordered economically. If the book is a
procession of these sort of big sweeping ideas that claim
to be able to solve everything, I would say, if
you were looking for one end of the twentieth century
(29:16):
early twenty first, it would be this idea of a
network based society and a network based economy. The bloom
on that rose is already really off. Because when I
started the book, no one in the press ever said
an unkind word about Facebook ever and now and now
(29:37):
every single day it's gone from white hat to black hat,
and we're back to brandeis right and the course of bigness.
Right before I let you go, I wanted to close
on one last question. Why is it what is it
about human nature that makes us long for these big, conceptual,
simple ideas that seem to clarify everything and provide an
easy worldview. Well, I'll have to tackle that one in
(30:00):
my next book on human nature. But it's appealing, and
it's especially appealing to sort of very smart elite types
who live a fairly insulated life from the harsh realities
of life, and the transaction man phenomenon that I write
(30:22):
about removes you from seeing people who aren't like yourself
because you're maybe not sitting all the time in these
large institutions, so it seems to kind of make sense,
and you're always being told how smart you are. But
I would say what I'd like the book to do
is reopen a conversation about power sharing, power limiting, not
(30:49):
having big concentrations of money and power, and having a
restored balance between politics and markets is a conversation we
need to be had. Having a get yep, and paying
attention to the way things are structured and seeing it
not as inevitable but as the product of choices, and
the product of choices that that may not last. Right.
(31:11):
I thought that that's an incredibly valuable addition to the conversation,
So thank you so much for joining me. It's really fun.
The US economy hit a historic high in twenty eighteen,
and today unemployment is at its lowest rate in five decades.
Yet wage growth for the vast majority of Americans has stalled,
and more people are struggling to afford housing, healthcare, education,
(31:32):
and other basics. Clearly, the economic model that is in
place now does not work for everyone, and so it
is that that economic model is now a campaign issue.
Big tech, which such a short time ago was so celebrated,
is in the crosshairs. That's true of big finance. Also,
gone are the days where we unquestioningly accepted the idea
that the gods of Wall Street knew what they were doing.
(31:55):
We are in uncertain times, and my main takeaway from
next book is that maybe we should be in uncertain times.
We should keep questioning economic models and trends and the
economic constructs that rule our world. Because you'll never know
when you'll realize all of a sudden that they're wrong,
or when the world will change and you'll be forced
to realize that they are wrong. Making a Killing is
(32:17):
a co production of Pushkin Industries and Chalk and Blade.
It's produced by Ruth Barnes and Rosie Stofford. My executive
producers are Alison McClain no relation in Making Casey. The
executive producer at Pushkin is Mia Loebell. Engineering by Jason
Gambrel and Jason Rastkowski. Our music is by Jed Flood.
(32:39):
Special thanks to Jacob Weisberg at Pushkin and everyone on
the show. I'm Bethany McClain. Thank you so much for listening.
You can find me on Twitter at Bethany mac twelve
and let me know which episodes you've most enjoyed.
I'm Bethany McLean. This is making a killing in this show.
I cut through the hype and handwringing to reframe the
stories you thought you understood and uncover the ones you
didn't know were important. I started work on Wall Street
in nineteen ninety two, in the mergers and acquisitions department
at Goldman Sex. In nineteen ninety five I went to
(00:22):
Fortune Magazine. By this time we were firmly in the
age of shareholder primacy, by which I mean the purpose
of a company was to make money for shareholders. If
they didn't make enough, it was a bad company. And
then a god of finance aka biotfirm, a private equity firm,
would come along and fix things. This was the natural
order of things, or so it seemed my guest today.
(00:45):
Long time journalist Nick Lehman describes this period of acceptance
of the status quo and his brilliant new book Transaction Man,
The Rise of the Deal in the Decline of the
American Dream. He writes, there moments in history when everything
seems calm, when there isn't some obvious bitter contention about
big problems. That, of course, was the late nineteen nineties,
(01:06):
even the subsequent dot com crash, and then, of course
the implosion of Enron didn't seem to me at the
time so much an example of a deep systemic problem
as it was a story of good ideas taken to
bad extremes at a market peak. The men, and they
are mostly men, who order our economic world, must be
right in their thinking, because well, because they order our
(01:27):
economic world. It's a perfect example of the fallacy of
the consequent high Aristotle. I think the financial crisis in
two thousand and eight made us question all of that.
What Nick does in his book is outline the beliefs
that have shaped our economic world and show them not
as inviolable truth, but as temporary and fairly fragile constructs.
Here's one take the mid century idea that big corporations,
(01:50):
their power kept in check by smart government regulation, would
always dominate. It was the polar opposite of today's startup
loving culture. As Nick writes, it's worth recalling how little
the founding of new companies was part of the prevailing
narrative of how business worked. How obviously wrong did that
turn up to be. Then it became an article of
faith from the eighties until oh about now that financiers,
(02:14):
We're going to make companies stronger and more efficient, and
somehow never mind exactly how that was going to work
for the rest of us too. Now that idea is
under fire as well. In late August, the Business Round Table,
which as it sounds, essentially represents big business, said it
it's changing its statement of the purpose of a corporation.
No longer should decisions be based solely on the Milton
(02:36):
friedmanesque view that the only purpose is to produce higher
profits for shareholders. Rather, corporate leaders should take into account
all stakeholders, that is, employees, customers, and society writ large.
Today I get to discuss all of this and more
with my friend Nick Lehman, who, in addition to his
many other roles New Yorker writer din Emeritus of the
(02:57):
Columbia Journalism School, is also the editor in chief of
Columbia Global Reports, which published my last too mini books.
So I'm thrilled that now I get to talk to
Nick about his new book. So Nick, tell me what
was the genesis of this book. First of all, you
mentioned that I was dean of Columbia Journalism School, and
in that role, fundraising was a big part of my life.
(03:18):
So that was the first time I had encountered the
current generation of very rich people, and I was fascinated
to learn kind of how they thought, which was if
I said, will you give money to Columbia Journalism School,
they'd always say no. If I said, we're going to
disrupt journalism and create an entirely new institution that will
(03:43):
be very loosely related to the Journalism School, but it'll
be sort of entrepreneurial and dismantling everything that existed before,
they'd say, great, I love it. So there was this
kind of prejudice that you'd encounter over and over again
toward taking a part institutions that existed, even once I
believed in, and then creating new ones that would supposedly
(04:06):
be better, or just not having institutions. And there's also
a part about journalism. And I won't name the person,
but one of my fundraising meetings when I was dean
was with a former journalist who had become very wealthy
venture capital investor. So I thought, great, you know somebody
who loves journalism. And I went to see him with
(04:27):
my colleague who was the fundraiser, and he just I
don't know why he took the meeting, but he spent
an hour just giving us a big lecture on how
everything in journalism was going down and he was proud
to be part of that, and how he was going
to fund all these startups that were going to replace
all the familiar journalism institutions and do a better job.
(04:49):
And my development officer and I went back to a
hotel and met for breakfast. I said to him, did
you look at all the sites he's funding? And he said, yeah,
did you? I said, did you do you want to
kill yourself? Or is it just me? Because they were
just you know, pop culture basically, So it just it
just was striking to me to encounter this mindset delivered
(05:15):
with total sureness and a kind of religious fervor, and
to try to sort of pinpoint and identify that as
William White did many years ago in his great book
The Organization Man, which was kind of about the opposite
phenomenon back in the nineteen fifties. Right, So asking these questions,
is it fair to say that by looking at an
institution or a business that you knew well, mainly journalism,
(05:39):
and thinking about how the mindsets regarding journalism were changing,
made you start thinking about these larger mindsets that have
ordered our economic world, and how they've changed over really
the course of American history. Yeah, exactly, I was. I
was using as nonfiction writers often do you know in
fiction class which I've never taken, supposedly they tell you
right about what you know and you know in nonfiction,
(06:02):
I think what you do is, or at least for
book writers, you take something that, probably for a personal reason,
you're intensely interested in and curious about, but you don't know,
and try to find out about it. So with all
my books, there's been this dynamic of how did this happen?
You know, something that I had experienced in a deep
(06:26):
way but hadn't understood, And then I would go try
to unravel the mystery. Now that the Business Roundtable has
come out with a statement about corporations having a broader responsibility,
do you think people recognize that this is, essentially, as
you lay out in your book, a return to an
old way of thinking rather than something that's completely fresh.
I mean, it strikes us all as revolutionary now to
(06:49):
say that the purpose of a company should be something
other than generating shareholder value, and yet that's actually how
most people thought about corporations up until oh, the nineteen
eighties or so. Right, Yeah, But I mean before I
get there, there's a tension between the financial world and
the corporate world, and that's just built into the fabric
of everything. I live on the fabled Upper West Side
(07:11):
of New York, home of liberals. If I say that
to people, the initial reaction is what huh, Because I
think we think of them as the same thing. Business
and finance are both part of the same big evil scheme.
So it takes a little work to introduce the uninitiated
(07:31):
to the fact that this tension exists. But once you
get there, Yes, the story I tell in the book
is one where when we start in the early twentieth century,
there is no notion of corporate social responsibility, and then
it's created with government playing a very large role in
its creation. We can get more into the pause there
(07:53):
and tell us about the character about Off Burley, who
you tell this story through. Burley was a crucial advisor
to Franklin Roosevelt in the early days of the New Deal.
Burley and a co author wrote a book that was
published in nineteen thirty two called The Modern Corporation and
Private Property. In that book, They said Burley had a
flair for the dramatic. For the first time in human history,
(08:17):
ownership and control have been separated. Because the modern publicly
held corporation, then quite a new institution that people found
strange and unfamiliar, has shareholders who are so widely dispersed
that they can't have any influence over the management of
the company. So the management is completely unaccountable, and there
(08:40):
needs to be some way to call them to account.
Early in his career, Burley was read as an advocate
of what we'd now call shareholder activism. In other words,
he was noting this, and people thought he was noting
it to say, well, let's put the shareholders in charge.
That's not what he thought. What he thought was, let's
(09:02):
bulk up government so it can be as powerful as
the corporations, and there can be a sort of fair fight,
like what I call in the book a clash of
the titans between them, and only then, in his view,
would you get the socially responsible corporation. Many years later,
he was quite typical of sort of Eastern liberal establishment
(09:24):
types in saying things like, we have these big industrial corporations,
no one will ever be able to compete with them.
They will last forever. They will only get bigger and
bigger and more dominant. There are no entrepreneurs in America anymore.
Only large corporations can innovate. Wall Street has become irrelevant
in the American economy and will disappear eventually. Because he
(09:48):
thought these corporations would be so rich they would just
invent their own financial products to fund production and things
like that. And you know, in a certain way, I
hate to say he died just in time, because is
this world that he went to his deathbed thinking was
forever and many people like him did exploded not long after.
(10:08):
The three things that really stood out to me that
you noted about Burley were that you wrote he believed
the corporation had become the conscience carrier of twentieth century
American society. And that's a quote from him. Either way,
that's not no, it's but it's fascinating because it shows
how this idea was so ingrained for a while, that
corporations had this larger responsibility. And then I also thought
(10:29):
his idea that a near clash of the Titans analogy
government was the one thing that could restrain big business.
And then the way in which he believed, back to
the point you were making about corporations and finance being
two different things, the way he believed that capital had
come out of capitalism, that this really was just about
big corporations and Wall Street was quiescent. Really, yeah, he did,
(10:50):
he said one of his He loved to make these
dramatic pronouncements, and one of them was, we now have,
for the first time in the world capitalism without capitalists.
Was that right? A fantastic lyde tell us. Before we
move on to how the world changed and how this
world because construct Burley had created seemed to be wrong,
because it's so relevant today, talk a little bit about
(11:11):
the difference in views between Burley and Brandeis. Lewis Brandeis
was Supreme Court justice and before that a crusading liberal lawyer.
He was appointed to the Supreme Court by Woodrow Wilson,
and he's kind of the father intellectually of aggressive anti trust.
His favorite phrase was the curse of bigness, and he
(11:35):
was a crucial advisor to Woodrow Wilson in his first
successful presidential campaign in nineteen twelve. We now forget that.
Number one. The big issue in that campaign was anti
trust policy, believe it or not. And number two Theodore Roosevelt,
one of the three candidates who's seen today as a trustbuster,
(11:57):
was the anti anti trust candidate. Woodrow Wilson was the
one for breaking up big companies, not Roosevelt, because Roosevelt
had embraced Burley's view that big corporations could be restrained
by Yeah, I have this idea in the book Clash
of the Titans. Liberals who tend to be people from
New York, and they believe, you know, supersize government, supersized business,
(12:21):
and then you can have a kind of fair fight
between them. Brandeis believed in dispersing power and not coincidentally,
maybe came from the provinces Louisville, Kentucky. So really interesting relationship.
Burley's very first job he was a lawyer after law school,
was working for Brandeis and Brandeis's law firm and they
(12:44):
had a long tortured relationship. Burley claimed that he kept
a picture of Brandise on his office wall until his death,
but he thought Brandeis was completely wrong on anti trus
Burley was fiercely opposed to anti trust his whole life.
(13:06):
Every time he got a chance to testify in Congress
against breaking up a company. He would do it, and
he just thought this was a kind of backward looking,
nostalgic attempt to revive nineteenth century America. So he would
one of the many things he'd be shocked by if
he were alive today. What is the revival of anti
(13:27):
trust that we're now seeing out on the campaign trail
and in Europe the revival, right at least, the revival
of the idea. I was thinking when you mentioned Brandeis
and the curse of bigness, how much that resonates today,
not only when you think about technology, but the big
banks after the financial crisis. Right, Yeah, And as I said,
Burley had a flair for the dramatic. One of his
many dramatic pronouncements after World War Two, and after Brandeis
(13:51):
was dead, he said, this is such a settled matter
that these big corporations are a good idea for America,
that I believe that justice Brandis, my friend, if he
were alive, would have supported my view. So he sort
of converted Brandis to his position post mortem. So before
(14:12):
we get to how a settled matter became incredibly unsettled,
I want to pause for a minute on Roosevelt, just
because he also is an interesting character in light of
what's happening today, and a complicated one. In other words,
he strikes me as a bit Clintonian, perhaps in his
embrace of multiple ideas that would seem to be in
conflict with each other. Franklin Roosevelt is a fascinating character,
(14:34):
and you know, very attractive in many ways, but he's
beyond Clintonian in his sort of affable elusiveness. One advantage
we have is in those days, everybody wrote everything down,
so there's wonderful archives on all of the endless internal battles.
Remember that FDR changed vice presidents three times, and he
(14:59):
was just always moving and shifting his position instinctively. Well,
or I would say he never really sat down and
stated what his views were. In fact, what people often
cite as the best statement of his views was written
by Burley during the nineteen thirty two campaign. What was that.
(15:21):
It was called the Commonwealth Club speech, and it's often
taught in history classes and so on. And the timing
of presidential campaigns was a lot more slow than it
is now. So around August nineteen thirty two, Burley wrote
Roosevelt a letter he was by then a key advisor,
and he said, look, you know, you might win or
(15:42):
you might lose the election. We don't know. But even
if you lose, you don't want to be remembered as
somebody who had no vision. And right now no one
knows what you stand for, so you need to make
a speech showing what your vision is. So Roosevelt wrote
back and said, okay, write me a speech that contains
my vision and I will deliver it. So Burley and
(16:04):
his wife, who was an amazing and very accomplished medical
doctor named Beatrice Burley, sat down in their kitchen table
in the Berkshires and wrote this speech that they telegraphed
to FDR who was riding on a train across the country.
Supposedly he saw it only minutes before he delivered it,
but he delivered it. And it was this grand, sweeping
(16:26):
vision of very Burly esque, of how America was being
strangled by these giant corporations and government had to push
back against them. And it actually cited Burly's book. Of course,
you can't write a speech without signing your own book. Ye.
So anyway, everybody was always fighting in the Roosevelt administration,
(16:47):
and no one could quite figure out where Roosevelt stood
as he zigged and zag between various warring liberal camps.
And one dimension of this was government regulation. And you
know how much did he believe in markets or not?
Was he trying to save the market or was he
(17:07):
trying to get the United States onto another system? And
then another was did he believe in Brandeis or did
he believe in Burley? And he kind of believed in both, right, yeah,
or no? One could tell that there's a fascinating moment
where Brandeis. In those days, people in Washington, maybe like today,
maybe even more so, didn't color inside the lines as
(17:30):
they say. So Brandeis calls Burley and says, I don't
like FDR's new economic policies and essentially implies if he
doesn't change, I'm going to strike down one of his
key new government agencies, the National Recovery Administration, which is
(17:51):
being challenged in the Supreme Court. So Burley tells Roosevelt this,
Roosevelt writes back in his usual sort of affable, mysterios
way and says, I'll just have to call in the
Justice and have a little talk with him. And whatever
happened in the talk, the Supreme Court did strike down
the National Industrial Recovery Act, with Brandis voting in a
(18:14):
unanimous majority. Can you imagine today if it became public
that a Supreme Court justice was effectively blackmailing the president
at the United States. I mean, that's a pretty extraordinary story, right,
And also it later emerged. I mean, I'm a big
admirer of Brandis, I think he was a great man.
But it later emerged, not from my work, but from
another historian's work that Brandeis was paying a stipend to
(18:38):
his later colleague on the Supreme Court, Felix Frankfurter, who
was an arch enemy of Burley, to sort of promote
ideas that were friendly to Brandis, but that Brandeis couldn't
promote personally because he was a Supreme Court justice. So
how did this world that appeared to be so settled
(18:59):
began to unravel? And at the risk of asking to
why didn't people see it at the time that what
seemed to be so permanent was actually just a fragile,
impermanent construct. You've got this great phrase in the book,
masterless money, and yet that supposedly masterless money suddenly became
a master, a master at the universe. As a matter
(19:20):
of fact, masterless money, I think is another of Burley's
great phrase it's not mine, but just to set the
table for this, any time you were born into a
social system and a group of arrangements, you always kind
of automatically think, well, this is the way the world is,
so this is the way the world will always be.
(19:42):
So I would say what happened is number one, inflation,
which had been quiescent for a number of years, really
took off in the nineteen seventies, and that destabilized the
system a lot, particularly because banks could no longer at
act depositors because they didn't want to have their money
(20:03):
lose its value while it was sitting in a bank
at a regulated interest rate. So it led to all
this listening of the rules at the behest of the
banking line, right. So the banking industry, which had never
really wanted to be regulated in the first place, started pushing, pushing,
pushing to be able to invest more daringly, have fewer
(20:24):
safety and soundness restrictions, etc. So that was That's totally
fascinating and worth pausing on that point for a moment,
because for all the discussion about what led to the
collapse of Glassdagle. Obviously Roosevelt's law. I'd never thought of
inflation as being as being a part of that story,
but it is. Yeah. I think it is a really
important the story. Another part of the story is just
(20:47):
general mood of the times. When I was starting out
in journalism, I was working in Washington in the mid
to late nineteen seventies, and at that point you could
actually see New Deal figures walking down the street elderly men,
and it was just an article of faith with us.
I mean, looking back, you think, well, you know, the
(21:10):
New Deal economic regime, and the whole regime worked pretty
damn well, getting us from a horrible financial crisis in
the late twenties and early thirties to no real financial
crisis for many years. But by we, I mean liberal
journalist types believed that anything with New Deal attached to
(21:30):
it was outmoded and didn't work anymore. So there was
a kind of excitement not just on the right but
also on the left about dismantling things and innovating and
deregulating and starting over. That strikes me as really important.
How people who you would have expected to push back
against the dismantling of some of these systems instead became coopted.
(21:51):
Perhaps that's not the right word, but how does that happen?
I think a lot of how it happened is I mean,
I hate to say, I'm going to say we we
liberal elite types. We're in on the deal our kids,
and we go to schools that are the sort of
bastion of liberalism in America, but where most people, most parents,
(22:15):
and most of the students are going to go into finance,
and finance sort of pays for the whole thing, so
we're sort of beneficiaries of it. Finance gives copiously to
liberal politicians. Barack Obama got more money from Wall Street
by far when he ran in two thousand and eight
than John McCain did. So. In Roosevelt's day, business and
(22:40):
finance were one Republican and now they're very split, and
that means that that world is located part of both.
So tell us about Michael Jensen, because he's this fascinating character,
because he embodies this drive toward the idea that markets
are the answer to everything, and I think a craving
(23:01):
for a simplistic worldview that we all have in a somewhere,
but then he becomes a skeptic of this idea he
did so much to implement. Jensen came from a blue
collar background, from several generations of printers and newspaper line
of type operators in Minneapolis. He was the first person
in his family to go to college, and he wound
(23:24):
up through a few twists and turns in the famous
University of Chicago economics department in the sixties, which is
when Milton Friedman was kind of the guiding spirit there,
and when all these financial techniques that underlie the derivatives
markets were invented by economists, So he was part of
(23:45):
that group that was kind of quantifying the financial performance
of portfolios, and that was the first phase of his work.
Then in the seventies, inspired in part by Freedman. In
those days, as we were noting earlier, the reigning belief
(24:06):
was a socially responsible corporation. So Milton Friedman began questioning
that and saying the only purpose of a corporation should
be to make money for its shareholders. And then Jensen
really took hold of that idea and wrote a famous
academic article, one of the most cited academic articles of
(24:27):
all time, detailing with formulas and specific techniques how a
corporation could reorient itself toward its shareholders. So he became
kind of the intellectual godfather or patron saint of all
those old corporate raiders of the early eighties like Boone
Pickens and Ron Perlman and all those people, because what
(24:49):
he wanted to do was create what he called a
market for corporate control. That is, the control of the
corporation would itself be up for grabs at all times,
available to the person who could produce the best return
for shareholders. So this was kind of the set of
ideas around all the stuff that you were dealing with
(25:13):
when you started at Goldman. Sachs. Oh, it's fascinating. As
I read your book, I thought, here's the intellectual godfather
of the construct of the world that I just took
for granted. I thought that's the way the world was,
you know, mergers and acquisitions and paying CEOs in stock
options so that they would be personally enriched by the
performance of the stock. But the core idea of it
(25:36):
is there's one owner. There's not dispersed ownership. I mean,
he was consciously saying, and he says briefly in that
first article, I'm blowing up Adolf Burley's construct here, you know,
So there's a sort of connection there. So what he
loves about, or used to love about private equity was
that you'd have one person like black Stone or KKR
(26:00):
owning a company, so the shareholder in the management were indistinguishable,
and so that you'd get rid of all these social
arrangements that had been embedded into the corporation union contracts
and fancy offices and all that, and then spin it
off and release value. So all through the eighties into
(26:21):
the nineties, Jensen was always sort of writing and testifying
in Congress and so on in favor of this big
revolution that was going on in the American corporation. Something
like a third of the fortune five hundred disappeared in
the nineteen eighties alone. So it was done by that
nig big, big change, and unpopular with a lot of people,
(26:45):
including a lot of politicians. But Jensen's view was that
his techniques used by others, had saved the American economy
from failure and created hundreds of billions of dollars of value.
But yet he becomes a skeptic, threw he's a real genius,
and he's sort of an ideologue, and like many ideologues,
(27:09):
he tends to have one simple idea that solves everything,
but it's capable of switching. So he's rejected the idea
pretty much of shareholder primacy and instead gone to this
idea that he calls integrity. You have to wonder what
both Jensen and what Early would think of the current
(27:32):
system where you have private equity firms taking over companies
only to cut jobs and destroy pensions. And then supposedly
the mechanism that enables the private equity firms to do
this is indeed workers pensions, which are invested in private
equity firms, as the only possible It's this, it's this odd,
(27:52):
it's this odd, weird circle, right that proves I think,
how corrupted this idea became. But before it we're done,
I want to interestingly chart this move from organization man
to transaction man, but then to network man, which is
where we are now, back to how you began this
story with the primacy of words like disruption and entrepreneurialism.
(28:13):
And do you see this as we finally arrived at
the right system by which to order our world? Or
do you think we should all look at this this
world too and say, wait, this is just another construct
that may not last either or maybe shouldn't last. I'm
picking option be there. It is clear to me that,
especially after the financial crisis, but to somewhat before there,
(28:34):
the idea of a business world that's run for shareholder
value as not just as a market making principle, but
as a society making principle was really losing altitude fast,
you know. And you see that in this presidential campaign,
where there's more talk about these basic economic arrangements than
(28:55):
I can remember in my lifetime by candidates. You know,
we're back to the early twentieth century days in that regard.
For suddenly people care about this again, right, the way
the world is ordered economically. If the book is a
procession of these sort of big sweeping ideas that claim
to be able to solve everything, I would say, if
you were looking for one end of the twentieth century
(29:16):
early twenty first, it would be this idea of a
network based society and a network based economy. The bloom
on that rose is already really off. Because when I
started the book, no one in the press ever said
an unkind word about Facebook ever and now and now
(29:37):
every single day it's gone from white hat to black hat,
and we're back to brandeis right and the course of bigness.
Right before I let you go, I wanted to close
on one last question. Why is it what is it
about human nature that makes us long for these big, conceptual,
simple ideas that seem to clarify everything and provide an
easy worldview. Well, I'll have to tackle that one in
(30:00):
my next book on human nature. But it's appealing, and
it's especially appealing to sort of very smart elite types
who live a fairly insulated life from the harsh realities
of life, and the transaction man phenomenon that I write
(30:22):
about removes you from seeing people who aren't like yourself
because you're maybe not sitting all the time in these
large institutions, so it seems to kind of make sense,
and you're always being told how smart you are. But
I would say what I'd like the book to do
is reopen a conversation about power sharing, power limiting, not
(30:49):
having big concentrations of money and power, and having a
restored balance between politics and markets is a conversation we
need to be had. Having a get yep, and paying
attention to the way things are structured and seeing it
not as inevitable but as the product of choices, and
the product of choices that that may not last. Right.
(31:11):
I thought that that's an incredibly valuable addition to the conversation,
So thank you so much for joining me. It's really fun.
The US economy hit a historic high in twenty eighteen,
and today unemployment is at its lowest rate in five decades.
Yet wage growth for the vast majority of Americans has stalled,
and more people are struggling to afford housing, healthcare, education,
(31:32):
and other basics. Clearly, the economic model that is in
place now does not work for everyone, and so it
is that that economic model is now a campaign issue.
Big tech, which such a short time ago was so celebrated,
is in the crosshairs. That's true of big finance. Also,
gone are the days where we unquestioningly accepted the idea
that the gods of Wall Street knew what they were doing.
(31:55):
We are in uncertain times, and my main takeaway from
next book is that maybe we should be in uncertain times.
We should keep questioning economic models and trends and the
economic constructs that rule our world. Because you'll never know
when you'll realize all of a sudden that they're wrong,
or when the world will change and you'll be forced
to realize that they are wrong. Making a Killing is
(32:17):
a co production of Pushkin Industries and Chalk and Blade.
It's produced by Ruth Barnes and Rosie Stofford. My executive
producers are Alison McClain no relation in Making Casey. The
executive producer at Pushkin is Mia Loebell. Engineering by Jason
Gambrel and Jason Rastkowski. Our music is by Jed Flood.
(32:39):
Special thanks to Jacob Weisberg at Pushkin and everyone on
the show. I'm Bethany McClain. Thank you so much for listening.
You can find me on Twitter at Bethany mac twelve
and let me know which episodes you've most enjoyed.
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