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the death of the corporation?

Jerry Davis’s new book will certainly challenge your way of thinking, especially if you’re a dyed in the wool organizational theorist. His book, along with his article “The rise and fall of finance and the end of the society of organizations,” contests the view that corporations are a core structure in society.  Although they were once social institutions, having been infused with value and a kind of “soulful” meaning to communities and wielding massive economic and political power, corporations are now reducible to contracts, relational or otherwise. The reason for this change was that society itself transformed. People reconceptualized the organization as something other than an institution with indebtedness to its society and members and as something less than a political juggernaut. Through legal changes, deregulation, and changes in corporate and investor practices, the corporation is now nothing more than a legal shell that houses economic exchange of various types. If you don’t believe this, Jerry would probably point to the securitization of corporate assets, noting that everything about a corporate entity can be bought and sold in small chunks on a securities exchange. The reconceptualization of corporations as bundles of assets has reduced their responsibility to anyone other than their shareholders. This gradual drift from “welfare capitalism” has been accompanied by a deterioration of employee commitment to corporations. Davis - Cover

In his book Jerry provides an intriguing historical account of this change. Some important facts stick out in his analysis. 1) Due to the takeover wave of the 1980s and subsequent changes in agglomeration, the average company is now much less diversified than it was 30 years ago. In 1980 the median large manufacturer operated in three industries; by 1995 the number of industries had been cut to one. 2) Employment concentration has weakened over time. In 1960 the top ten firms employed roughly 5% of the U.S. workforce. In 1980 this number declined to 4.6% and by 2000 the top ten employed less than 3%. 3) The largest firms today, like Wal-Mart and McDonald’s, have high employee turnover rates, especially when compared to the old large employers in manufacturing industries. The median employee in transportation manufacturing has a tenure of eight years, while the average tenure in the food services industry is 1.5 years. Thus, the more dominant employers in today’s age are less likely to retain their employees than was true in the past. The implication of this is that the social bonds between the corporation and its employees are disintegrating.

Consider this description of the corporation in chapter 3 of his book:

After the bust-ups of the 1980s, the idea that the corporation was nothing but a nexus, and that it had no special connection with its employees, became increasingly true. Firms became adept at retaining contractors rather than hiring permanent employees; outsourcing tasks outside their “core competence;” and engaging in more-or-less temporary alliances rather than vertical integration. The conglomerate had rendered dubious the idea that the corporation had an organic unity: parts came and went through acquisitions and divestitures, and to find a “core” or “essence” to an ITT was a fool’s errand. The network organization took the next logical step: the corporation was not attached to particular parts, or even to particular members. It was, “in a very real sense,” simply a nexus of contracts that existed to create shareholder value (91-92).

Such is the state of the corporation. A bedraggled, ineffectual monster of yesterday. Or is it?

Jerry’s book is  extremely useful I think for pointing out important corporate trends and challenging organizational theorists to adapt to the new economic conditions. And the book also raises important questions, including: if the employment relationship has changed, what function do corporations have in today’s society? Why do we still continue to see corporate hierarchies even in the midst of this reshuffling of parts? Where is the center of power now? Even if corporations are on their way out, what should we make of extensions to their citizenship rights? Who or what should the state regulate or do we live in an era in which regulatory control of corporations (read: anti-trust and competitive practices) makes less sense? Or are we fooling ourselves? Is shareholder value just another shield to justify managerial  policies (policies that may, in fact, benefit only the managerial class)? Who captures wealth in the system described by Jerry? And if corporation is not the primary medium for wealth generation, what should we study – the contract?

Written by brayden king

September 18, 2009 at 9:34 pm

22 Responses

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  1. I’ll just add that I’ve been thinking about these questions a lot lately because I’ve been preparing my class on the politics of the corporation. I expect that in the near future my posts will be focusing a lot more on the political and power dynamics of the corporation.

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    brayden

    September 18, 2009 at 9:43 pm

  2. If you don’t believe this, Jerry would probably point to the securitization of corporate assets, noting that everything about a corporate entity can be bought and sold in small chunks on a securities exchange.

    A “corporate asset” class I happen to know quite a bit about first hand is intellectual property. I can tell you that this hasn’t happened for intellectual property despite the hard work and deep desire of some market actors to see intellectual property commoditized in this sense.

    The reason? Because people and culture are too important to how intellectual property is valuable (and hence is valued).

    More pertinent to your questions is a meme from the legal literature on corporations that has developed recently — the “affirmative asset partition” theory of Kraakman et al. The gee-whiz to this theory is that the nexus of contracts is more important for protecting firm assets from investor creditors than it is for protecting firm assets from firm creditors. From a very long historical view (i.e., back to the middle ages rather than 1980s), there is support for this, and the changes that have occurred since the 1980s are just a blip.

    The shift away from diversified conglomerates to more specialized, less vertically integrated corporations on my view is due mostly to the change in SEC rules regarding transaction fees and the opening of the bond market — which made it cheaper for institutional investors to diversify than for managers to do M&A and easier for leveraged buyout firms to breakup conglomerates to facilitate that.

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    Michael F. Martin

    September 18, 2009 at 10:49 pm

  3. The management science is mainly developed from a more or less internalized firm perspective where in its highest state it protects the shareholders’ interests. There isn’t any honest and meaningful dialogue between big corporations and individuals, communities and societies.

    I think this is all going to change now as the populations as a whole have become more socially responsible, environmental friendly and collaborative. Technology development such as social webs and social applications have provided unprecedented opportunities for individuals to make their views and opinions known to the big organizations. Organizations have to take these views into account and need to make changes in their behavior if necessary in order to be perceived as socially responsible.

    Organizations may not need to die after all if they can jump to their feet and making changes quickly..

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    Michael Ling

    September 19, 2009 at 1:17 pm

  4. Bureaucratic forms of corporations, the dominant form pre-1980s, based on managerialist ideology and internal labor markets are dead. Corporate portfolio management, what Fligstein (1990) called the finance conception of control, is dead. Shareholder value logics are now dominant in corporations.

    Jerry’s book does a great job of documenting the transformation away from bureaucratic-managerial capitalism, which dominated U.S. corporations pre-1980. But the conclusion that corporations are dead does not follow.

    In 1989 Michael Jensen (the economist, not the org Theorist) wrote an article pronouncing the corporation dead. The market for corporate control was supposed to take power away from the corporation and make it fully subservient to financial markets. Ironically, one of the things that prevented this from happening, was the widespread diffusion of the poison pill, which Jerry studied ever so ably in his path-breaking study.

    The study of corporate transformation post-1980 is a major issue for organization theory. But the corporation is very far from dead, and alas, has huge economic and political power in financial sector, the media, and health care, among many other areas. Even non-profits, such as hospitals and universities are becoming more like for-profit corporations every day.

    The corporation may have changed dramatically, but its collective power and influence remains unabated.

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    Willie

    September 19, 2009 at 4:19 pm

  5. Brayden, thanks for posting on what I can say in all sincerity is the single most important and compelling topic ever discussed on any blog.
    As a point of clarification, I don’t think “Managed by the markets” claims that corporations are dead, but that the “society of organizations” is dead, at least in the U.S. The U.S. is kind of a Galapagos Islands of social structure, in that (unlike the rest of the world) shareholder-owned corporations took on a uniqely central role in structuring the lives of their “members.” After GM and the UAW settled their Treaty of Detoit of 1950, corporate employers became responsible for health care, wage security, and retirement income for their employees, and this system held for several decades, encouraging long-term ties between employees and firms. By any number of indicators, that system is gone, and what little was left was pushed over the edge by the financial crisis (e.g., GM cut off the health insurance of its white collar retirees and their dependents). GM’s bankruptcy signalled the bankruptcy of an entire corporate-centered welfare system that was, perhaps, uniquely associated with manufacturing.
    Since George Bush took office, manufacturing has lost 1/3 of its jobs; GM, Chrysler, and 80 major auto suppliers declared bankruptcy (with dire implications for their pensioners); and Wal-Mart now employs as many Americans as the 20 largest manufactuers combined.
    Wal-Mart pays under $11 per hour on average (vs. $28 in auto manufacturing), has 40% turnover per year, and less than half of its employees elect to buy its (very high decuctible) health insurance. Unlike Circuit City, Linens ‘n Things, and dozens of other retailers (including, I predict, Sears Holdings), Wal-Mart is a survivor. Its (inherently temporary) employees, perhaps less so.
    It’s a tricky thing to go from saying “the corporation’s” power and influence are unabated, to pointing out particular corporations that have sustained power. The Big 3’s CEOs were thrashed when they were impudent enough to take private jets to Washington, but of course they are in a dying industry. How about finance? 3 of the Big 5 investment banks have disappeared, and I’m not going long on Morgan Stanley. AIG, Citi, Fannie, and Freddy (all presumably masters of the universe in 2006) are wards of the state, and the mortgage banking industry has effectively disappeared, as might asset finance. That leaves JP Morgan Chase and Goldman Sachs (which was more partnership than corporation prior to going public in 1999).
    Another indicator of corporate stability is membership in the Dow Jones index. In 1987, 16 of the 30 firms in the Dow had been there since the start of the Depression. After a generation of “shareholder value,” only 3 are left (Chevron, Exxon, and GE).
    As for the media’s economic and political power, I presume this does not include newspapers, magazines, or the major networks, all on death watch by some measures.
    So, the challenge is to figure out how to study the power and influence of entities that no longer look like the “islands of conscious power in this ocean of unconscious co-operation like lumps of butter coagulating in a pail of butter-milk” that Coase alluded to. What if they really are better described as “nexi of contracts”?

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    Jerry Davis

    September 19, 2009 at 5:42 pm

  6. Another parallel line of analysis concerns the extent to which the actual productive activities of corporations have been outsourced to independent supplier networks, subject to corporate control primarily via the patron firms’ ownership of trademarks, copyright, patents, etc., and control of marketing and finance.

    This has been increasingly the model since the long-term secular stagnation beginning in the 1970s, as described by Sabel and Piore in The Second Industrial Divide. The mass-production model’s expensive, product-specific machinery requires reliable demand to absorb the full output of plants running at capacity, to minimize unit costs–i.e. push distribution. So in times of economic uncertainty, the old mass-production core is unwilling to invest in expanding capital-intensive production. Instead, it shifts production to flexible, networked craft producers who can rapidly switch between products. The balance of power has always fluctuated toward the craft periphery during recessions, according to P. and S. But it became a permanent, structural shift in the late ’70s.

    The problem for the old corporate institutional framework is that the corporate headquarters becomes, increasingly, a redundant node vulnerable to being bypassed, the larger the share of production it’s feasible to carry on in the independent supplier network. When the periphery reaches the point where it’s willing to disregard the core’s “intellectual property” [sic], it’s all over for corporate institutional power. The factories in Asia producing Nike’s sneakers might just strip the Swoosh off them and mark the price down 80%, simultaneously triple wages, producing them for the domestic market. The suppliers serving Toyota may decide to disregard Toyota’s patents and engage in competitive production of modular accessories for the Toyota platform, or modular designs built on the Toyota chassis and engine block. And as cheap CNC machine tools lower the cost of entry for manufacturing still further (see for example the recent launch of 100kGarages, and even more the proliferation of cheap homebrew CNC multimachines, cutting tables, RepRaps, etc., for a cost of a few hundred $$), the ease of operating under the state’s patent enforcement radar will increase exponentially. It’s quite plausible that the first stage of a shift to such small-scale industry will be through mass customization and repair.

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    Kevin Carson

    September 19, 2009 at 6:13 pm

  7. Some of Prof. Davis’s ideas jibe with Prof. Ribstein’s articles on the rise of the “uncorporation” too. Ribstein’s a Northwestern law prof.

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    Michael F. Martin

    September 19, 2009 at 6:48 pm

  8. Outsourcing, externalization of work, and the decline of corporate-financed welfare system are undoubtedly part of the transformation of the corporate sector.

    Labor has undoubtedly lost to financial capital in the corporation’s political coalition. In this I agree wholeheartedly with Jerry’s provocative book.

    Manufacturing has declined significantly, but corporations have increased in power and concentration in services and retail sectors. Manufacturing corporations that have successfully made the transition-like GE and IBM, have survived, rejecting Wall Street admonitions to break up.

    So yes, we live in a very different world than pre-1980.

    But what does it mean to say we no longer live in a society of organizations?

    Do corporations no longer have market and political power? To me these are key issues that Chuck Perrow was concerned about when he coined the term.

    It looks like the U.S. supreme court is about to grant corporations rights as persons to make political contributions. Is this consistent with the end of a society of organizations?

    Markets, both financial and product, are tremendously powerful and this may not have been fully foreseen or understood by Perrow. But large corporations with significant market and political power continue to be a central feature of U.S. capitalism. And the agency theory nexus of contracts view does not adequately recognize the power that remains vested in the large corporation.

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    Willie

    September 19, 2009 at 10:10 pm

  9. Willie,

    In Jerry’s paper “The Rise and Fall of Finance and the End of the Society of Organizations”, there is a quote:

    Peter Drucker described this vision of society in 1949: “In the industrial enterprise the structure which actually underlies all our society can be seen. . . . It symbolizes the new organizing principle of an industrial society in the purest and clearest form, just as the perfect crystal in a mineralogical museum presents in perfect form the organizing principle which the mineral always tends to follow in whatever shape it is found”.. But today, as this paper argues, corporations
    are no longer the organizing principle of U.S. society.

    I suppose Jerry uses the term, to a degree, as a metaphor to emphasize the impact resulting from the radical changes of our organizations over the last few decades.

    If the only thing we care about organizations today is their financial affairs, then it is like murdering the dreams and ideals that we once had about these great society (of organizations) that we built with our blood and tears.

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    Michael Ling

    September 20, 2009 at 8:57 am

  10. Great points from Willie, Kevin, and the Michaels. Kevin gives an interesting vision of small-scale industry that might undermine even further the position of manufacturers, and I’d argue that it’s not just traditional heavy industry that is affected, but high tech and services as well. (Cf. the story of Vizio in a previous post — one guy with some connections and a half-dozen employees rapidly assembled a flat-panel TV business with a US market share comparable to Sony and Samsung.) This is a tale that repeats “Groundhog Day”-like from industry to industry, from airlines to beer to finance to music: if elements of supply chains are lying around ready to be cobbled together for a “project,” and disassembled when the project is done (or tastes have moved on), then the recourse for incumbents like Toyota or Sony may be limited.

    Ironically, while corporations may become increasingly dis-integrated, following an OEM model, demands on them from “stakeholders” grow stronger, as Michael L. hints. Citizens may want Nike to be held responsible for the labor and environmental practices of vendors two steps back on the supply chain, and Unocal to be held responsible for the the human rights abuses of the government of Burma, and Wal-Mart to be held responsible for Kathie Lee’s on-air blubberings. We want them to be social institutions with “a body to kick and a soul to damn,” but they are like mercury, with no fixed residence, industry or nationality.

    As Michael M. could describe, corporations are adept at parking intellectual property in the state with the most hospitable corporate or tax laws — Bermuda and Ireland “house” thousands of IP subsidiaries where big pharma and tech companies stash trademarks and patents in offshore subsidiaries to avoid domestic taxes. When Accenture incorporated in Bermuda, its execs claimed that it had no nationality because it operated in dozens of countries, none dominant. It recently announced plans to re-incorporate in Ireland — maybe it tried calling in the Bermuda navy after being set upon by Somali pirates?

    To address Willie’s point, it makes sense to distinguish corporations from organizations, because of course they are different things. It’s trivial to create a corporation (visit http://www.liscr.com to incorporate online in Liberia). Corporations are not organisms; they are not comprised of members; their ontological status is more like that of a webpage than, say, a church or a gang. They are certainly an important legal device, and courts can give them legal rights that may see outrageous, but we should not think of them as aggregates of persons.

    So, help me out here: what does it mean to describe a corporation as “large” or, more importantly, “powerful”? (As an aside: in 1950 sales, assets, employees, and market capitalization were extremely highly inter-correlated; they are not any more.) Can we find a set of indicators that reliably distinguish corporations that are powerful from those that are weak?

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    Jerry Davis

    September 20, 2009 at 7:32 pm

  11. So, help me out here: what does it mean to describe a corporation as “large” or, more importantly, “powerful”?

    I guess from a comparative perspective most corporations have more power and are larger than other social entities, other than the state of course. The average corporation is likely to be more powerful in its influence and wealth-generation potential than the average individual. That’s a hypothesis though…

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    brayden

    September 21, 2009 at 2:35 pm

  12. If there is an heir to the corporation of the 1960s, what would it be? As a purveyor of culture, it seems to me that universities have grown in influence as corporations have waned.

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    Michael F. Martin

    September 21, 2009 at 2:45 pm

  13. Thanks Michael L, and Jerry for responding to my posts. One thing this discussion has helped my realize is the importance of our terminology and what we mean by the terms we use.

    Perhaps it would be more appropriate to speak of a society of corporations than a society of organizations. And by a society of corporations we do mean hierarchical corporations (at least I do).

    How we define large is a terrific question (as is how we define powerful) and it is best in my view to keep the two questions separate. The changing correlations between employment, sales, capitalization, and assets that Jerry points out are really important issues which relate in my view to the transformation of corporate capitalism not to its demise.

    Yes Michael L. corporations have changed since Drucker’s age, in part driven by the knowledge economy, which he was one of the first to emphasize this particular transformation.

    But even in employment 49% of the U.S,. worked in firms with 500 or more employees in 2004 (an increase compared with 46% in 1988) and 64% in firms with 100 or more employees, compared with 60% in 1988. I just looked up this data and was surprised that the proportions went up rather than down since 1988, couldn’t quickly find the data before it.

    So yes behemoth manufacturing corporations are no longer dominant sources of employment, but hierarchical corporations of perhaps smaller size, still are.

    Some anthropologists suggest that groups over 100 individuals require hierarchical forms of control for their governance. If we take this number as a cutoff we have at least 60% of employees working in organizations with some significant form of hierarchical control, and approximately half in corporations the government classifies as medium or large.

    Finally I wanted to note MFM’s note about the growing influence of universities. One striking thing to me is that universities more and more are run like corporations.

    Lots of good issues to continue thinking and researching.

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    Willie

    September 21, 2009 at 4:31 pm

  14. One striking thing to me is that universities more and more are run like corporations.

    Not only are they like corporations, they are corporations in the most literal sense. But in terms of culture, at least for now they are more like HP under H and P than they are like AIG or Bear Sterns. Jerry probably addresses this point somewhere, but the financial industry has made up an increasingly large proportion of the economy over the last few decades, and to some extent the degeneration of corporate culture might be traced to the influence of the financial sector. Maybe universities can provide the good influence to get the rest of corporate culture (and perhaps even the financial industry) back to a mode of operation that integrates individual and organizational goals rather than emphasizing the importance of the talented individual alone.

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    Michael F. Martin

    September 21, 2009 at 4:55 pm

  15. Sorry for the double post. I should add that if it is true that universities have supplanted for-profit corporations and religious institutions (at least in many places in the United States) as a source of structure for individual efforts at self-actualization, then this would suggest that adult education programs, alumni organizations, and other post-baccalaureate programs that provide individuals opportunities to be involved with universities will continue to wax in importance culturally, perhaps even acclerating in the wake of the financial crisis.

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    Michael F. Martin

    September 21, 2009 at 4:58 pm

  16. Jerry: I agree the same phenomenon has very much affected the tech industry. A major theme of Yochai Benkler’s book is the shift in the information and culture industries from a unidirectional hub-and-spoke architecture with hubs costing well into the hundreds of thousands of $$, to a network architecture with a hub costing from a few hundred to at most a few thousand $$. In music, software, desktop publishing, etc., the capital outlay has fallen by two or more orders of magnitude. And it’s had exactly the same effect on making investment capital superfluous that the analogous process in physical capital costs is having in manufacturing. Doug Rushkoff argued that the tech industry destroyed the California economy: all the venture capitalists who’d ordinarily have given tens of thousands of $$ to a startup found most of the startups had no need for the money beyond the first few thousand $$. It was that imploding cost of capital outlay, and the disappearance of a great deal of both profit and wage labor, that has also caused so much of the California tax base to collapse. So among other things, we can expect increasingly hollowed-out states to result from all this.

    Re the question of what’s “big,” the traditional distinction between price-makers and price-takers is probably useful–or what the neo-Marxists call the “monopoly capital sector” and the “competitive sector.” If a corporation is one of a few hundred of the largest, and one of half a dozen or less in an industry with an oligopoly price structure, it probably qualifies as “big.”

    Re universities, Willie’s comment is very much on-target. According to Paul Goodman, the organizational style of the large corporation and government agency, large charitable foundation, think tank, university, etc., has metastasized to determine the character of society as a whole, contaminating even the organizational style of the small organization, the cooperative and non-profit, etc. Even organizations that are nominally member-directed and not-for-profit will likely have job descriptions, mission statements, prestige salaries, official procedures, etc.–even when the organization is small enough to make such Weberian trappings unnecessary and only increase bureaucratic ossification.

    It seems one of the central effects of 20th century organizational style has been to impose mandatory minimum levels of organization on doing anything. As Paul Goodman put it, it’s the “great domain of cost-plus markup.”

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    Kevin Carson

    September 21, 2009 at 6:28 pm

  17. […] One of the key insights I picked up from Jerry’s book (see ealier posts on Jerry’s book here, here, and here) is that the large organization is no longer the central unit of society. By saying […]

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  18. Kevin, Willie, brayden, Michael and Jerry: I learn a lot from you guys in this exciting topic and thanks so much.

    ‘Big’ or size is probably not the objective that most corporations in the developed economies are looking to achieve. Since the last decade, some of the well-perceived strategies that most organizations adopted have included lean manufacturing, just-in-time manufacturing, outsourcing, specializations, niche provider, disintermediation – all of these factors, I suppose, are not aiming to make a corporation ‘big’.

    However, in developing countries like China, the size of a corp (no. of employees, no. of branches, rev, market share..) is considered an important factor to draw in new capital investment. Lots of CEOs, esp. those running family businesses, are obsessed with ‘size only matters’ mentality.

    As a result, the businesses over-invested and over-spent at the expense of profit margins, corporate governance, CSR, employee benefits. The speculation in the stock markets –
    China has 2 of the world’s most volatile stock markets – also contributed to the increase in value of these ‘Big’ corporations.

    What we often find is almost all of these ‘big’ corporations will collapse in bankruptcies in the end due to mismanagement, bribery, stock market crash – leaving banks with huge bad debts, thousands of people unemployed and their exodus to other cities, chaos and instability…

    I am not inclined to relate ‘big’ to ‘power’ or anything similar to that as it is a transient thing; on the other hand, I like an innovative culture in an org as it tend to make it lasting..

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    Michael Ling

    September 21, 2009 at 11:49 pm

  19. Michael Ling,

    Nice point about how positive developments like lean manufacturing (and accounting and customer development) are part of the silver lining to the disintegration of “large” corporate culture. (Thanks to Kevin Carson who I think I first learned about this book from.) There is a story told in Bodek and Waddell’s *Rebirth of American Industry* about how the Sloan/Brown method of cost accounting was responsible for much of the deterioriation in corporate culture. Their story matches up pretty well with what I have observed and read in other contexts.

    A while back I remember hearing from somebody else that many Chinese companies had basically mimicked the Sloan/Brown cost accounting model in scaling up production. There is a good chance that some of them are going to go through the same pain that GM and Chrysler have been suffering lately. The reason for the repeat is simple — the same seemingly infinite demand that we had for manufactured goods (like cars) post-WWII in the U.S. has been felt in China over the past 10 to 15 years.

    So one out of the box solution to the cultural problems of corporations might be to seriously rethink the accounting rules that place emphasis on time-averaged costs and revenues. The lean literature doesn’t really address this point expressly, but the underlying cause of the problems for cost accounting as a management tool is the fact that production is cyclical because human beings have rhythms, and you lose the information about the frequency of these rhythms when you do time-averages. A lot of the lean movement is about measuring and managing frequency-averaged measures of productivity rather than time-averaged measures of productivity.

    http://brokensymmetry.typepad.com/broken_symmetry/2008/06/cost-accounting.html

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    Michael F. Martin

    September 22, 2009 at 12:04 am

  20. […] Managed by the Markets: How Finance Reshaped America by Jerry Davis […]

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  21. […] 4. The death of the corporation […]

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  22. […] Posted on October 27th, 2011 | 7:00 am | Categories: Salim Ismail Some key thinkers are observing that the day of the large corporation may be over. For the most part, they are simply not […]

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