How an esoteric economic theory—and its most devout believers—changed the world forever.

In the modern economy, stock price is king. The value of a corporation is measured in how it enriches its shareholders, even when doing so subtracts from long-term growth or social good. Greed, in the last half-century of corporate practice, has become very good. Company Men is a sweeping intellectual history of how shareholder value rose from the lesser-known edges of academic theory to the vanguard of corporate practice.

Historian Sean Delehanty marshals archival resources to reveal how a group of motivated consultants, activist investors, and academic economists successfully branded shareholder value as the antidote to problems of management and economic stagnation in the 1970s. In their success, they created a class of well-heeled managers who executed shareholder-value theory as an everyday practice—and at the expense of most everything else. Delehanty’s history of the modern American corporation is a sobering account of the business regime that would rule the world and produce no shortage of regrets—even amongst those who championed it. Company Men is intellectual history at its most vital, offering a surprising origin story of our economy’s discontents.

A quiet revolution came to corporate America during the late 1980s and early 1990s. Large shareholders—pension funds, insurance companies, money manages, and commercial banks—exercised new-found muscle, pressuring senior managers to improve disappointing financial results by reshaping their organization. Michael Useem reveals how those investor pressures have transformed the inside structures of many corporations, better aligning them with shareholder interest.

Useem draws on numerous sources, including interviews with senior managers and intensive studies of seven large corporations representing a range of restructuring experiences and industries—including pharmaceuticals, transportation, chemicals, retailing, electronics, and financial services. He shows that organizational changes have affected many areas of corporate life: headquarters staffs have been reduced authority has filtered down to operating units, and compensation has become more closely tied to performance. Change also extends to corporate governance, where managers have fought back by seeking legal safeguards against takeovers and by staggering board terms. They’ve also put significant resources into building more effective relations with shareholders.

As Useem demonstrates, this revolution has reached beyond the corporation, influencing American politics and law. As increasing ownership concentration has caused companies to focus more attention on shareholders, corporate political agendas have shifted from fighting government regulation to resisting shareholder intrusion.

The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders.

Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives.

This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.

This collection examines the forces, both external and internal, that lead corporations to behave efficiently and to create wealth. Corporations vest control rights in shareholders, the author argues, because they are the constituency that bear business risk and therefore have the appropriate incentives to maximize corporate value. Assigning control to any other group would be tantamount to allowing that group to play poker with someone else's money, and would create inefficiencies. The implicit denial of this proposition is the fallacy of the so-called stakeholder theory of the corporation, which argues that corporations should be run in the interests of all stakeholders. This theory offers no account of how conflicts between different stakeholders are to be resolved, and gives managers no principle on which to base decisions, except to follow their own preferences.

In practice, shareholders delegate their control rights to a board of directors, who hire, fire, and set the compensation of the chief officers of the firm. However, because agents have different incentives than the principals they represent, they can destroy corporate value unless closely monitored. This happened in the 1960s and led to hostile takeovers in the market for corporate control in the 1970s and 1980s. The author argues that the takeover movement generated increases in corporate efficiency that exceeded $1.5 trillion and helped to lay the foundation for the great economic boom of the 1990s.

American courts routinely hand down harsh sentences to individual convicts, but a very different standard of justice applies to corporations. Too Big to Jail takes readers into a complex, compromised world of backroom deals, for an unprecedented look at what happens when criminal charges are brought against a major company in the United States.

Federal prosecutors benefit from expansive statutes that allow an entire firm to be held liable for a crime by a single employee. But when prosecutors target the Goliaths of the corporate world, they find themselves at a huge disadvantage. The government that bailed out corporations considered too economically important to fail also negotiates settlements permitting giant firms to avoid the consequences of criminal convictions. Presenting detailed data from more than a decade of federal cases, Brandon Garrett reveals a pattern of negotiation and settlement in which prosecutors demand admissions of wrongdoing, impose penalties, and require structural reforms. However, those reforms are usually vaguely defined. Many companies pay no criminal fine, and even the biggest blockbuster payments are often greatly reduced. While companies must cooperate in the investigations, high-level employees tend to get off scot-free.

The practical reality is that when prosecutors face Hydra-headed corporate defendants prepared to spend hundreds of millions on lawyers, such agreements may be the only way to get any result at all. Too Big to Jail describes concrete ways to improve corporate law enforcement by insisting on more stringent prosecution agreements, ongoing judicial review, and greater transparency.