Abstract

During the 1990s, U.S. managerial capitalism underwent a profound transformation from a technocratic to a “proprietary” form. In the technocratic era, managers had functioned as teams to sustain the firm and to promote social welfare by satisfying the demands of competing stakeholders. In the new proprietary era, corporate bureaucratic teams broke up into tournaments in which managers competed for advancement toward the CEO prize. The reward system of the new era depended heavily on stock options that were accompanied by downside risk protection. The tournaments turned managers into a special class of shareholders who sought to maximize their individual utility functions even if deviating from the firm's best interest. Once this new regime became established, managers discarded their technocratic, stakeholder creed and adopted a property rights ideology, originally elaborated in academia by financial agency theorists. Managers hardly noticed (or cared) they were capturing a disproportionate share of the new wealth being generated in the U.S. economy. When critics brought this fact to light, managers replied like well-schooled economists: markets worked efficiently. Whether they worked fairly was a question they did not address.

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