Observers of Corporate America have long asked, "What is a company's goal?"
Is it in business mainly to reward the shareholders? Or does it also have an obligation to what are called "stakeholders"-the employees and the community it serves?
A strict legalist would say that the only real concern must be the owners. Yet how can a feeling person say that a corporation owes more to the person who bought its stock last week than to the employee who has completed 30 years of service?
This dilemma-stockholders or stakeholders-comes to the front most vividly in bank acquisitions.
In a number of well-publicized cases, we have seen bank managers offer reasons why they either sell or stay independent. In some cases they say it is for the shareholders; in others, for employees and the community.
But it is rare that you hear the real reason: the chief executive officer.
Let's be honest. In a number of cases, the deciding factor has been "What does the CEO want?"
I remember a brokerage firm that went under on Black Monday in 1987, though it could have been rescued by any of a number of suitors. The suitors walked away when the CEO demanded as part of the deal that he be included in top management.
We have seen this hollowness in banking, too. I have even seen merger negotiations break down over the issue of which bank's name should survive.
In most instances, the real conflict is stockholders versus stakeholders. In these cases, the most important question is usually how many people lose their jobs, and from which bank.
Some bankers have stated privately that if the acquisition is good for the bank, it does not matter how many people lose their jobs.
This is especially true if the board feels that the bank will probably not survive if it remains independent. The feeling is that fewer people will lose their jobs with a merger than without it.
This, of course, is not easy.
In one case, the new CEO of a weakened bank fired several thousand people to keep it afloat, and then hired two others-bodyguards. He honestly felt that some who had been let go wanted to harm him physically.
Later, when planners at the bank suggested further cuts, he responded, "I'll never go through that again," and he vetoed the plan.
But most importantly-the bank survived, and those who held on to their stock have done fabulously since.
What about the community?
Those who lead museums, orchestras, and community fund drives fear bank mergers that take leadership out of the community.
Whatever the CEO wants is usually what happens, unless the board ceases to be "sullen but not mutinous" and forces action. But even then, most directors know that in 1998, concentrating only on shareholder value without considering stakeholders, too, is no longer appropriate.
