One standard answer would be information asymmetries. If firms have private information about the quality of their investment opportunities, it may be more efficient to have capital-allocation decisions made within firms rather than by outside lenders. The cost of being unable to shift capital between firms may be less than the cost of the adverse selection that comes with information asymmetries. That's one answer. But here I want to talk about a different one.
Capital in general, and finance in particular, places a very high value on liquidity. But if wealth owners insist on the freedom to reallocate their holdings at a moment's notice, and need the promise of very high returns to let them be bound up in something illiquid, then investment in the aggregate will be inefficiently low. As Keynes famously wrote,
Of all the maxims of orthodox finance none, surely, is more anti-social than the fetish of liquidity, the doctrine that it is a positive virtue on the part of investment institutions to concentrate their resources upon the holding of "liquid" securities. It forgets there is no such thing as liquidity of investment for the community as a whole.Or as Tom Geoghegan recalls, from the last days of the old regime in the late 1970s,
Once a friend of mine from Harvard Business School came to visit, and I took him to South Works, just to see it.Capitalists, in general, do not like to see their capital just lying on the ground. They prefer it to be abstract, intangible, liquid.
"Wow," he said. "I've never seen so much capital just lying on the ground. At B School we used to laugh at how conservative these big steel companies are, but then you could come out and see all this capital, just lying on the ground..."
There's no question that the shareholder revolution of the 1980s had a strong distributional component. Rentiers thought that workers were getting to much of "their" money. But if we're looking specifically at the conflict between shareholders and management -- as much a conflict between worldviews as between distinct groups of people -- then I think "the fetish of liquidity" is central.
As Keynes understood, liquidity is what stock markets are for. What they're not for, is raising funds for investment. That wasn't why they were invented (the publicly traded corporation is a relatively recent innovation), and it's not what they've been used for. Apart from a few years in the 1920s and a few more in the late 1990s, stock issues have never been an important source of investment finance for firms.
Let's talk about Groupon. Huge IPO, raised $700 million, the biggest offering in years. So, those people who bought shares, they're getting ownership of the company in return for providing it much needed funds for expansion, right?
Except that "Groupon has been shouting until it’s blue in the face that it doesn’t need the IPO cash, that it’s fine on the cash front, that the IPO is just a way of going public, and is not really about the money-raising at all." Cashflow is more than enough to finance all their foreseeable expansion plans. So why go public at all, then?
Because their existing investors want cash, that's why. Pre-IPO, Groupon was already notorious for using venture capitalist funds to cash out earlier investors.
Groupon is a very innovative company, and this is one of its most important innovations — the idea that the founder can and even should be able to cash out to the tune of millions of dollars very early on in the company’s lifecycle, while it is still raising new VC funds.... Historically, VC rounds have been about providing capital to companies which need it; in Groupon’s case, they’re more about finding a way to cash out early investorsBut the venture capitalists need to be cashed out in their turn. After CEO Andrew Mason turned down offers from Yahoo and then Google to purchase the company, his VC bankers became increasingly antsy about being stuck owning a business, even a business selling something intangible as internet coupons, rather than safe pure money. Thus the IPO:
The board — and Groupon's investors — had a message for Mason, though. Someday, he was going to have to either accept an offer like that one he had just turned down, or take this company public.That's what Wall Street is for: to give capitalists their exit.
One investor recounts the conversation: "We said, okay Andrew, you took venture capital, and remember venture capitalists want an exit. It doesn't have to be tomorrow but you always have to be thoughtful when a company comes to buy your company, because it's not just you, it's your employees, options, investors and alike."
The problem finance solves is not how to allocate society's scarce savings between competing investment opportunities. In modern conditions, it's the opportunities that are scarce, not the savings. (Savings glut, anyone?) The problem is how to separate the rents that come from control of a strategic social coordination problem from the social ties and obligations that go with it. The true capitalist doesn't want to make steel or restaurant deals or jumbo jets or search engines. He wants to make money. That's been true right from the beginning. It's why we have stock markets in the first place.
Historically the publicly-owned corporation came into being to allow owners (or more typically, their heirs) to delink their fortunes from particular firms or industries, and not as a way of raising capital.
In her definitive history of the wave of mergers that first established publicly-traded corporations (outside of railroads), Naomis Lamoreaux is emphatic that raising funds for investment was not an important motivation for adopting the new ownership form. In contemporary accounts of the merger wave, she says, "Access to capital is not mentioned." And in the hearings by the U.S. Industrial Commission on the mergers, "None of the manufacturers mentioned access to capital markets as a reason for consolidation." Rather, the motivation for the new ownership form was a desire by the new capitalist elite to separate their wealth and status from the fortunes of any particular firm or industry:
after the founder's death or retirement, ownership dispersed among heirs "who often were interested only in receiving income" from the company rather than running it. Where the founder was able to consolidate family control, as in Ford or Rockefeller,the shift to public ownership was substantially delayed.
The same point is developed by historians Thomas Navin and Marian Sears:
A pattern of ownership somewhat like that in the cotton textile industry of New England might eventually have come to prevail: ownership might have spread, but to a limited degree; shares might have become available to outsiders, but to a restricted extent. It was the merger movement that accelerated the process and intensified it - to a smaller extent in the earlier period, 1890-1893, to a major degree in the later period, 1898-1902. As a result of the merger movement, far more people parted with their ownership in family businesses than would otherwise have done so; and doubtless far more men of substance (nonindustrialists with investable capital) put their funds into industry than would otherwise have chosen that type of investment. ...The comparison with New England is interesting. Indeed, in the first half of the 19th century a very different kind of capitalism developed there, dynastic not anonymous, based on acknowledging the social ties embodied in a productive enterprise rather, than trying to minimize them. But historically the preference for money has more often won out. This was even more true in the early days of capitalism, in the 17th century. Braudel:
[As to] why individual stockholders saw an advantage in surrendering their ownership in a single enterprise in favor of participation in a combined venture ..., one of the strong motivations apparently was an opportunity to liquidate part of their investment, coupled with the opportunity to remain part owners. At least this was a theme that was played on when stockholders were asked to join in a merger. The argument may have been used that mergers brought an easing of competition and an opportunity for enhanced earnings in the future. But the trump card was immediate liquidity.
it was in the sphere of circulation, trade and marketing that capitalism was most at home; even if it sometimes made more than fleeting incursions on to the territory of production.Production, he continues, was "foreign territory" for capitalists, which they only entered reluctantly, always taking the first chance to return to the familiar ground of finance and long-distance trade. Of course this changed dramatically with the Industrial Revolution. But there's an important sense in which it's still, or once again, true.