The Great Debate

Shareholder activism sounds so respectable, even noble. The phrase conjures images of good-corporate-governance folk fighting greedy or dysfunctional management in the company’s best interest. While shareholders can be disciplinarians who right the wrongs of abusive directors, many boardroom activists advance some of the most destructive short-term thinking in business today.

Sparring with management is popular sport for short-termists seeking to maximize the value of their assets. The game ranges from venal to honorable. “Don’t let the Elliott Hedge Fund pursue its self-serving short-term agenda and destroy the long term [sic] value of your investment,” Hess Chief Executive Officer John Hess wrote in a letter to shareholders last week. T-Mobile CEO John Legere blamed “greedy hedge funds” after proxy advisors to MetroPCS investors advised shareholders to block a merger with the wireless giant. In February 2012, Apple’s board agreed to majority voting, a once-fringe officer election process that can have unintended consequences and has become more common at large-cap firms. Coincidentally or not, since the resolution was adopted, Apple announced that it will distribute $45 billion in dividends from its $137-plus billion in cash reserves.

In a way, it makes sense that shareholders have become so active in corporate gamesmanship. Tussles between directors and equity holders have traditionally favored internal stakeholders; legal protections for shareholders are relatively weak. Aside from voting out management, alleging a breach in duty of care is virtually the only legal standard for holding officers accountable for wrongdoing. An alternative is litigation, and the number of securities class actions has fallen, though settlements reached $2.9 billion in 2012, around double the $1.45 billion awarded in 2011, according to a report by Cornerstone Research and Stanford Law School professor Robert Daines.

Still, short-termers have many reasons to be ebullient, as shareholders with relatively weak protections can end-run corporate governance law. These days, companies are at the mercy of a small group of highly engaged investors who want quick results. Blocked mergers and ousters are common. Moreover, spring is proxy season. Corporate lawyers are armed and ready for the “ambush,” a way for a small subset of activists to force a particular action by asking shareholders to vote on proposals that merely require written consent by the board to facilitate shareholders to act.

Proxy season this year is no different. Shareholder resolutions are as plentiful as new buds. According to the Harvard Law School Forum on Corporate Governance and Financial Regulation, about 600 already have been filed this season. They range from proposals for mandated disclosures of political spending to proxy access, majority voting, independent board chairmen, gender diversity, even compensation protocols. It’s not that these proposals aren’t worthy. It’s just that many are designed to boost shareholder value and few address the problem of short-termism.

Apple and Samsung, you might have heard, have spent the last many months in a California courtroom haggling over who violated whose patents. At the end of August, Apple was awarded more than a billion dollars in damages by a jury, and the Samsung is now claiming jury misconduct. Just last week a U.S. appeals court threw out the judge’s ban on Samsung’s Galaxy Nexus phone. The whole situation is, really, turning into a bit of a confusing mess.

Also messy: a lesser-known but hugely important struggle among Samsung, Apple, and those members of the press trying to write about the court battle. While otherwise adversaries, the two companies have joined forces to keep some of the evidence in the case off the public record. But how much secrecy in the Apple v. Samsung proceedings is too much for the public to tolerate? It’s a meta legal question, and one that might not have the same billions directly at stake as the main event. But the outcome of the dispute about the transparency of our courts is central to understanding the future of these big tech trials. And there will likely be plenty more of those.

The question at stake is whether the tech firms will be allowed to tie up the courts with their business disputes while engineering it so they don’t face the full scrutiny of a truly public trial.

Is it possible in the year of our Lord 2012 that leadership still isn't well understood? In 2012, despite business journalism’s fetishization of Steve Jobs, the most successful leader ever, whose apotheosis was Walter Isaacson’s doorstop, Steve Jobs, a biography of the half-Syrian, bearded man who built the world’s most valuable company, brick by brick, and found himself, like an earlier CEO of sorts, with legions of devoted apostles, some powerful enemies, and an inextinguishable legend? Is it possible, despite the endless streams of management self-help articles burbling out of Fast Company, Inc., Harvard Business Review, Businessweek, Fortune and the blogs of droves of self-appointed leadership gurus, we need more advice? And is it possible despite the emails – so many emails, Jesus wept – those emails that aggregate all this content using algorithms and intern labor, and slice it up so that the middle manager in Minnesota and the lawyer in Los Angeles and the new media marketer in New York are all .0058% more likely to click through to a relevant article? Is it possible, really possible, the answer to our prayers is another book on leadership?

It is, thinks Clay Christensen. Business folks – the unquenchable consumers of all that content – have been taking the paradoxes of leadership, because they are so familiar, for granted. When they do this, they ruin their companies and then they ruin their lives. Like that subway step everyone tripped over for years without noticing, they take for granted that the well-worn grooves on our society’s pathways are the right ones to be in. They don’t watch the road to see when a turn they are on is about to become rutted, or when they might hit mud and tip over. They feel, like the pioneers, safe in a wagon train, but then something goes wrong, and they are very alone, very fast. They need the wisdom of a pioneer who has crossed the valley, and studied the path.

Paradox one: Leading is usually about getting people to go someplace difficult and new, even if (or precisely because) they’re perfectly comfortable and prosperous where they are right now. Paradox two: A leader can’t just motivate people to change, she has to persuade them to actually take the journey, and care about its success or failure. Paradox three: Even if a leader succeeds, there’s no guarantee she will get any credit, or gratitude for the services rendered. Except for the millions of dollars in compensation some business leaders make, the magazine cover stories and books written about them, the hobnobbing with President Obama, being a leader can be the most thankless of tasks. Of course, if you do it wrong, you get shown the door.

Still. Celebrity, money, power – hard to shed a tear, it’s true. But pay attention, for a moment, before we get to the personal, to the failures of business leadership. The landscape is littered with the carrion of companies that blew it; high fliers that flamed out. If leadership can be occasionally rewarding, it is far more often the case that business leaders, even ones who have been coronated by adoring customers and media, end up, over the long haul, stumbling and failing. To put it in more fruitful terms: For every Apple, there is a Blackberry.

Last night at Georgetown University, I stood up and applauded Mike Daisey after he was done speaking about why he lied. As a journalist, you are not supposed to stand up and applaud the people you’re covering, especially people who just admitted to lying about key details about workers they had (or hadn’t) met in China. However, Daisey hit on a fundamental truth about labor journalism in last night’s talk at Georgetown. He claimed he stretched the truth about his visit to a Foxconn factory in China as part of his play The Agony and the Ecstasy of Steve Jobs (which later became This Americans Life’s most downloaded episode) to dramatize a story of labor abuse that had largely been ignored. As a labor reporter who has often seen stories I have written about brutal working conditions ignored, I sympathized with Daisey and his broader critique of the problems of labor journalism.

By embellishing, Daisey did what an activist — not a journalist — does. He got too emotional in his pursuit of trying to take on a big corporation, so he stretched the truth. This doesn’t make it right, but it does make it more effective. And so it forces us to ask very deep questions about the level of sensationalism required beyond the standard mistreatment of workers to get the media to finally pay attention to labor stories.

Covering strikes and lockouts, I have seen workers do the same thing: stretch the truth because they wanted to get at the company.

Several days after the launch of the new iPad 3, HD, or whatever it’s called, we all know about it’s blazing 4G capabilities, including its ability to be a hotspot, carrier permitting, of course. We know about its Retina display, which makes the painful, insufferable scourge of image pixelization a thing of the past. We know about Infinity Blade. We know that to pack all this in, Apple’s designers had to let out the new iPad’s aluminum waist to accommodate some unfortunate but really quite microscopic weight gain. We know the iPad’s battery life is still amazing, and its price point is altogether unchanged. We know Apple has adopted a cunning new strategy of putting the previous-generation iPad, as it did with the iPhone 4, on a sort of permanent sale, to scoop up the low end of the high-end market. (We wonder if this was Steve Jobs’s last decree or Tim Cook’s first.) We know a lot about the iPad.

But what we don’t know: How many of Foxconn’s nearly 100,000 employees will harm themselves, intentionally or inadvertently -- or their families or loved ones -- in the manufacture of it? And will the developed world ever acknowledge the dark side of these truly transformative technologies, like the iPad, or will we continue to tell ourselves fables to explain away the havoc our addictions wreak on the developing world? Is a device really magic if to pull a rabbit out of a hat, you have to kill a disappearing dove?

Those of us who have been technology journalists have long been subjected to the cult of Steve Jobs’s Apple, and those of us who are fans of technology are mostly well aware of the stark elegance and extreme usability -- even the words seem inadequate -- that come with using, let alone experiencing, Apple products. But the rumblings about Apple’s manufacturing processes started years ago, and the recent New York Times series on the ignobility of Foxconn as an employer blew a hole in the side of that particular ship of willful ignorance. Few Apple consumers can claim not to understand the human sacrifice behind their glowing screens -- the death, diseases, exhaustion, mental and emotional stress, and superhuman expectations placed upon the workers who bring these magic devices to life. It’s not just in the papers -- Mike Daisey’s This American Life podcast exposé on Foxconn and Apple is a mere click away, and most mainstream media have given at least passing coverage to the working conditions reflected in the Gorilla Glass on our devices.

Every few years brings us another sweatshop offender. In the 1990s it was Disney, and then Nike and Gap. The 2000s brought us Wal-Mart. The past few weeks Apple has been in the crosshairs.

One question is of paramount importance: How can we use this current public conversation to finally drive a different outcome? What must companies do so that 15 years after Kathie Lee Gifford tearfully became the first sweatshop poster child, workers who make and grow products for global consumers are paid fairly, protected from danger and free to advocate for themselves without fear of reprisal?

The good news is that these years of effort have created robust experience from which to identify what has gone wrong. The fundamental driver of “sweatshops” is that multinationals do not place value on good working conditions in their supply chains. This does not mean that a company doesn’t care about how those workers are treated, or that the company intends to act unethically or exploitatively. To the contrary, big companies require good conditions through vendor standards and “codes of conduct.” They build corporate responsibility departments whose staff have budgets to reduce the risk of bad working conditions at supplier factories and farms. But their work is much like the arcade game Whac-A-Mole: A problem arises in one factory that they take steps to fix, while other problems fester and ultimately break through the surface elsewhere.

Steve Jobs smelled so foul that none of his co-workers at Atari in the seventies would work with him. Entreating him to shower was usually futile; he’d inevitably claim that his strict vegan diet had rid him of body odor, thus absolving him of the need for standard hygiene habits. Later, friends would theorize that he had been exercising what would prove a limitless capacity for sustained and gratuitous lying that came to be nicknamed the “reality distortion field.”

Jobs originally learned the “reality distortion field” from Bob Friedland, an enterprising hippie he met by chance one day when he returned early to his dorm room and found Friedland having sex with Jobs’ girlfriend. Bob was four years older than Steve, and had taken two years off to serve a prison sentence for LSD trafficking. Like Steve, Bob would eventually become a billionaire, just in the mining business. His followers would often invoke his old drug dealer nickname “Toxic Bob.”

Steve Jobs needed no nickname. As the title of his definitive biography reminds, Steve Jobs speaks for itself. His name was his essence, what set him apart even among greats like Einstein and Kissinger, iconic figures with whom he shared a biographer, Walter Isaacson (though not the cheesy, descriptive subheads Isaacson used in his books about the other two subjects).

There are two stories about the corporate hijacking of #OccupyWallStreet on Reuters.com. One piece talks about how U.S. ice cream maker Ben & Jerry is making a laughing stock of the protestors by issuing a statement in support of the protest:

The directors of the board of ice cream maker Ben & Jerry’s released a statement saying they were supporting the protest.

But this corporate alignment doesn’t seem to have had the desired effect. Instead of drumming up support for the protestors it has made them something of a laughing stock. Papers, blogs and TV reports are running competitions for the best flavour ice-cream Ben & Jerry’s could create to honour the protests (ocu-pie is gaining some traction). But all of this is distracting from promoting the protestors’ aims and message.

By Clayton Christensen and James Allworth
The opinions expressed are their own.

Steve Jobs retires as the CEO of Apple with a reputation that will place him amongst the pantheon of history’s great global business leaders. Many people have written about what makes Jobs and Apple special, but I think they’re missing what truly set him apart. Jobs has succeeded by eschewing the one thing that most people view as the raison d’être for companies — profit.

When I left the industry to come to academia 22 years ago, it was driven by a set of questions that had troubled me for some time. Why was it that the best run companies in the world — companies that have had incredibly smart leaders, following carefully detailed plans and with tremendous execution ability — reliably seem to come unstuck? The answer to this question is what has become known as the theory of disruption.

In a cruel twist of irony, the pursuit of profit — something that Wall Street pushes so hard — is what leaves companies open to being displaced. As they grow, their ability to find opportunities that are big enough to sustain their growth is reduced. They become myopic; they listen only to their best customers. They focus disproportionately on their most profitable products, and strive to improve these the fastest.

– Robert X. Cringely has been writing about technology since 1987 and blogging since 1997. His work has appeared, well, everywhere, but can mainly be read at http://www.cringely.com. The views expressed are his own. –

Winning by a technical knock-out (TKO) over Microsoft, Apple this week became, according to Standard & Poors, the second most valuable NASDAQ firm by market cap after Exxon-Mobil (click here for more on S&P’s ranking).  What a difference 13 years makes!  Apple is on a roll and while Microsoft is far from down and out it is clear that the competitive momentum lies these days with Cupertino more than Redmond.

When Steve Jobs assumed the CEO position at Apple on July 9, 1997 Apple shares cost $3.42 and the company had a market cap of around $3 billion. This week Apple shares hit $266 with a market cap of $241 billion — 80 times larger than it was 13 years ago.  Microsoft shares, in contrast, went from $17.67 to $31 in the same time frame — not even a doubling despite more than $80 billion in share buy-backs by the company.