Читать книгу Applied Mergers and Acquisitions - Robert F. Bruner - Страница 29

Generally, the M&A executive or deal designer is an agent acting on behalf of others. For whom are you the agent? Two classic schools of thought emerge.

1 Stockholders. The U.S. legal framework generally requires directors and managers to operate a company in the interests of its shareholders—Chapter 26 discusses this in more detail. The shareholder focus lends a clear objective: Do what creates wealth for shareholders. This would seem to limit charitable giving, “living wage” programs, voluntary reduction of pollution, and enlargement of pension benefits for retirees—all of these loosely gather under the umbrella of the “social responsibility” movement in business. Milton Friedman (1962), perhaps the most prominent exponent of the stockholder school of thought, argues that the objective of business is to return value to its owners and that to divert the objective to other ends is to expropriate shareholder value and threaten the survival of the enterprise. Also, the stockholder view would argue that if all companies deviated, the price system would cease to function well as a carrier of information about the allocation of resources in the economy. The stockholder view is perhaps dominant in the United States, United Kingdom, and other countries in the Anglo-Saxon sphere.

2 Stakeholders. The alternative view admits that stockholders are an important constituency of the firm, but that other groups such as employees, customers, suppliers, and the community also have a stake in the activities and success of the firm. Edward Freeman (1984) argues that the firm should be managed in the interest of the broader spectrum of constituents. The manager would necessarily be obligated to account for the interests and concerns of the various constituent groups in arriving at business decisions, the aim being to satisfy them all, or at least the most concerned stakeholders on each issue. The complexity of this kind of decision making can be daunting and slow. In addition, it is not always clear which stakeholder interests are relevant in making specific decisions. Such a definition seems to depend highly on the specific context, which would seem to challenge the ability to achieve equitable treatment of different stakeholder groups. But the important contribution of this view is to suggest a relational view of the firm and to stimulate the manager to consider the diversity of those relationships.

Adding complexity to the question of whose interests one serves is the fact that often one has many allegiances—not only to the firm or client, but also (as a person) faithful to one’s community, family, and so on. Obligations that one has as an employee or professional are only a subset of obligations one has on the whole.