Archive for the ‘management’ Category

Ethics, BP, & Decision-Making Under Pressure

Over the last couple of months, criticism of BP has become an international pastime. It’s hard not to get the impression that most members of the public believe that senior managers at BP (and quite possibly everyone employed at BP) are bungling fools. And probably lazy too.

But of course, that’s patently absurd. And maybe nobody actually believes it. We all know that the relevant people at BP are smart and highly-trained. They wouldn’t have the jobs they have if they weren’t. True, no one was very happy with the amount of time it took to get the oil well capped. And almost certainly mistakes were made. But the capping of the well was a feat of enormous technical difficulty and complexity, carried out under intense scrutiny. Few of us, if we are honest with ourselves, can imagine performing well under those circumstances.

Here’s a story that speaks to the difficulty of those circumstances, by Clifford Krauss, Henry Fountain and John M. Broder, writing for the NYT: Behind Scenes of Gulf Oil Spill, Acrimony and Stress. Here’s just a sample, though the whole article is well worth reading:

Whether the four-month effort to kill it was a remarkable feat of engineering performed under near-impossible circumstances or a stumbling exercise in trial and error that took longer than it should have will be debated for some time.

But interviews with BP engineers and technicians, contractors and Obama administration officials who, with the eyes of the world upon them, worked to stop the flow of oil, suggest that the process was also far more stressful, hair-raising and acrimonious than the public was aware of….

So, after reading the NYT piece, ask yourself these questions:

1) If, in the middle of the well-capping operation, you (yes you) had been invited to stop playing armchair quarterback and become part of the team working on a solution, would you have? Assume you had some relevant expertise. Would you have agreed to help? I’m not sure I would have. I would have been seriously reluctant to subject myself (and my family!) to that kind of experience.

2) Assuming you accepted the above invitation, how confident are you that you would have performed well?

3) Finally, setting aside your own willingness and ability to help, do you know of any organization that you are confident could have performed well in a) a task of that technical difficulty and complexity, while b) under similar conditions of intense scrutiny?

None of this is intended to be fully exculpatory. It’s quite likely that there were ethical lapses that contributed to the blowout and the oil spill that resulted. But when we’re thinking about BP’s response to the disaster, our assessment of the company’s performance — and specifically the performance of the thousands of individuals who actually did the work — ought to be informed by an appreciation of the nature of the task performed. Ethical decisions are never made in a vacuum. And in some cases, they’re made in the middle of a hurricane.

Venture Capital: Lessons for Business Ethics (part 2)

Yesterday I posted the first of two blog entries on Ethics in Venture Capital. This is the second.

I noted yesterday that the relationship between venture capital (VC) firms and entrepreneurs is fraught with ethical challenges related to bargaining, information, control, and short term-ism. Those worries tell us something about the world of venture capital; but what do they tell us about business ethics more generally?

The key lesson, I think, is one I learned from Gary Pisano’s book, Science Business, though it isn’t a major theme of that book. The lesson is this: a funding model is also typically a governance model. This insight is at a very coarse level summed up by the old aphorism that “he who pays the piper calls the tune.” In business terms, providing financing means paying the piper. Governance is about getting to call the tune.

This is closely linked to the core lesson from another favourite book of mine, Henry Hansmann’s The Ownership of Enterprise. Hansmann’s book is an attempt to explain the patterns of ownership and control we observe when we look at the range of business firms that populate a market economy. When you look around at complex organizations like modern corporations, most of them tend to be owned by shareholders but managed by professional managers. What is it that explains how pervasive that particular setup is? Lots of other models are possible — partnerships, employee co-operatives, consumer co-ops, and so on. Law and even tax policy in most modern economies both permit and sometimes even encourage these other models, yet the shareholder-driven corporation dominates in most industries. Why? To make a long story short, Hansmann’s thesis is basically that the patterns of ownership we see can best be explained in terms of different stakeholders a) interest in, and b) ability efficiently to accomplish, effective oversight of managers.

So, back to VC. When VCs invest in firms, they often essentially assume ownership: they buy an equity stake in the firm and exercise control (via Board membership, among other mechanisms). But why are VCs involved at all, rather than other sources of funding, like employees or banks or non-expert shareholders? Basically, in Hansmannian terms, because VCs are better able to a) bear the risk involved in ownership of a startup company, and b) exercise the kind of knowledgeable control over the company (via supervision & sometimes appointment of managers) to make the risky investment worthwhile. But as I noted yesterday, the specific kind of (short-term) interest that VCs have in the firms they invest in raises a special set of ethical issues that look somewhat different from the issues faced in firms funded in other ways.

The lesson: if we want to understand the ethical challenges firms face, and why they do the things they do, we need to think in a detailed way about who owns them, the goals those owners have, and the extent to which the owners are exercising effective control.

Ethics in Venture Capital

This is the first of two blog entries on ethical issues in venture capital.

Venture capitalists are investment companies that specialize in careful investment in high-risk ventures that provide the possibility of exceptionally high returns, typically in specialized technology-driven industries like biotech and information technology. Venture capitalists (VCs) are a source of funding for small companies that need a serious infusion of cash (typically from a few hundred thousand dollars to a few million dollars) but that are too small (and with too little short-term promise of profit) to raise money via the stock market. In addition to providing funding, VCs typically provide startup companies with mentoring, providing advice, business connections and management expertise that might otherwise be lacking.

The relationship between VCs and the entrepreneurs they provide funding to raises some special ethical challenges. Here are just a few:

1) Bargaining power. VCs typically provide funding to companies that are fairly desperate for money. Add to that the fact that VCs are typically seasoned industry insiders, whereas the entrepreneurs seeking funding may never have been in business before at all. He or she might, for example, be a university scientist who knows a lot about cancer drugs, but nothing at all about the world of business and finance. As a result, there’s a worry that VCs will often be able to impose conditions that are highly advantageous to themselves, and much less good for the entrepreneur. Whether that imbalance ends up being unfair is a matter for debate.

2) Information. The companies VCs invest in are typically recent start-ups; often all they’ve got going for them are a few smart people and what they take to be a great idea. In order to justify investing, VCs engage in an intensive process of due diligence, essentially insisting on a level of access to information otherwise reserved for insiders. Sometimes they sign non-disclosure agreements, but sometimes they don’t. The result is that VCs end up with inside information not just about the companies they actually invest in, but also about the companies they consider investing in — and some VCs will look at proposals from several hundred companies per year. This raises obvious risks related to confidentiality, insider trading, and the protection of intellectual property.

3. Control. Because their investments are so risky, they typically insist on being given considerable control in exchange for their investment. For example, VCs may insist on being given seats on the company’s Board of Directors. This raises questions of loyalty and conflict of interest. VCs seek Board seats in order to protect their interests; but Board members have fiduciary obligations to promote the interests of the company as a whole, which may at times be different from the interests of the VCs.

4. Short Term-ism. The time-horizon for VCs is relatively short. Their investments typically take the form of cash in exchange for shares (often preferred shares) in the company. The idea is generally to nurture the company through early-stage growing pains, help it grow into a company that can either go public (via IPO) or be bought out by a bigger, wealthier company. Typically VCs cash out in 3-5 years; if things have gone well, they reap a very significant profit. The result is that VCs have a pretty short-term interest in the companies they invest in. They care about growing the company, making a profit, and getting out. They are typically seen as having very little interest in the long-term interests of employees or other stakeholders. This is the source of the common joke that “VC” actually stands for “vulture capital.”

In my next blog entry, I’ll consider what we can learn about business ethics more generally by thinking about ethical issues that arise in the world of venture capital.

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Links:
Here’s the Wikipedia page on venture capital.
One of the few scholarly works on VC ethics: Yves Fassin, “Risks in Business Ethics and Venture Capital,” in Business Ethics: A European Review, Volume 2, Issue 3, pages 124–131, July 1993

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Addendum (Aug. 12, 2010)
A friend of mine who is a venture capitalist suggested the following excellent clarifications regarding timelines. First, the 3-year time horizon mentioned above is mostly for later stage deals. VCs that invest at earlier stages usually have 5+ year time frames. VCs that invest in start-ups have 7-9 year time frames. Second, even the 3-year time horizon for later-stage deals is not all that short — not compared to the even shorter time horizons of stockholders in publicly-traded companies, which are typically under pressure from Wall Street to produce quarterly results.

Galarraga’s Corvette

By now everyone probably knows the background story: Detroit Tigers pitcher Armando Galarraga didn’t get credited with the perfect game he pitched last Wednesday, due to a bad call made by the umpire. Fast-forward a day to General Motors tapping into international sympathy felt for Galarraga by giving the ballplayer a red Corvette convertible. A public-relations coup…pure genius, right?

Well, unless you’re given to armchair micromanagement, in which case you slam GM for wasteful spending.

Here’s the story, by the New York Times’ Nick Bunkley: G.M.’s Gift of a Luxury Car Stuns a Few.

A free sports car for a Detroit Tigers baseball player was not among the reasons the government saved General Motors from financial collapse. Nor was a year’s supply of diapers and other gifts for a Minnesota woman who gave birth behind the wheel of a Chevrolet Cobalt.

General Motors has given away both in recent weeks — marketing ploys that would have barely raised an eyebrow in the past. But now that American taxpayers collectively own a majority of the carmaker, executives are learning that there are more than 300 million potential second-guessers out there.

The complaint, of course, is ridiculous. Never mind the fact that it’s so patently obvious, even to those of us who are not experts, that this was a brilliant move by GM. The bigger point here is that most of us (including the critics mentioned in the NYT story) are not experts, either in public relations or in corporate management more generally.

Now, that’s not to say that non-experts can’t express an opinion. (The fact that I have a “Comments” section on my blog essentially constitutes an invitation to experts & non-experts alike to comment.) The point is that shareholders in GM (including, now, indirectly, all U.S. citizens) have little business feeling aggrieved over each and every minor managerial decision, even ones they suspect are misguided. Shareholders hire managers to manage — to make decisions. Courts have long recognized that, once you empower someone to run a business, you basically need to back off and let them do their job. There are exceptions, of course. The American people now hold a major stake in GM, and they should be worried if they see GM managers heading in any truly disastrous directions. But being a shareholder neither qualifies you, nor entitles you, to have a say in day-to-day decision making. So critics of GM’s gift should feel free to play armchair umpire; but they shouldn’t expect anyone to take them seriously.

The BP Disaster: Regulating (and Managing) Complexity

In my previous blog posting on the BP oil-rig disaster, I pointed to the disaster’s ethical complexity, measured in the sheer number of relevant ethically-interesting questions that we might be interested in.

But the issue of complexity arises in a much more straightforward way in the BP disaster, namely in the fact that the oil rig on which the disaster took place was itself a terrifically complex piece of technology.

See this nice piece by Harvard economist Kenneth Rogoff, The BP Oil Spill’s Lessons for Regulation.

The accelerating speed of innovation seems to be outstripping government regulators’ capacity to deal with risks, much less anticipate them.

The parallels between the oil spill and the recent financial crisis are all too painful: the promise of innovation, unfathomable complexity, and lack of transparency (scientists estimate that we know only a very small fraction of what goes on at the oceans’ depths.) Wealthy and politically powerful lobbies put enormous pressure on even the most robust governance structures….

Rogoff’s point is about regulation, but it could just as easily be about management, and/or the relationship between the two. And to Rogoff’s examples of complexity-driven disasters, you can add Enron and a couple of NASA shuttle explosions. Now, none of these cases can be explained entirely in terms of the difficulty of managing complex systems; each of those cases include at least some element of bad judgment and probably unethical behaviour. But in each of them one of the core problems was indeed complexity — either for those inside the relevant organizations or for those outside trying to understand what was going on inside. When systems (financial or mechanical) are mind-numbingly complex, it becomes all the easier for poor judgment to produce catastrophic results. It also makes for good places to hide unethical behaviour.

So, if we’re going to build fantastically complex systems, we also need to learn how to manage those systems in highly-reliable ways. In other words, we need management systems — effectively, social technologies — that are as sophisticated as the physical and economic technologies they are intended to govern. We already know a fair bit about error-reduction and the design of high reliability organizations. Aircraft carriers are a standard example of one type of seriously complex organization that, through careful design of management systems, has managed to achieve incredibly high levels of reliability — i.e., incredibly low levels of error, despite their complexity. Similar thinking, and similar design principles, could presumably be applied pretty directly to the design and management of oil rigs. Presumably, that’s already the case to at least some extent, though as BP has proven, more needs to be done. The bigger question is whether business firms are ready and able to apply those principles to the design of all of their complex systems — whether mechanical or financial — such that we can continue to reap their benefits, without suffering catastrophic losses.

(Thanks to Kimberly Krawiec for showing me Rogoff’s article.)

Would Life Be Better Without Bosses?

I would never, ever, fire my boss. To be fair, as a university professor I don’t really have a “boss” in the usual sense, but I do answer to a Dean and a VP and President. I’m super-glad that they’re there, mostly because I’d rather have bamboo slivers shoved under my fingernails than do the sorts of work they do to keep the university working.

But maybe I really am a special case. Could other organizations do without bosses?

Over at the Huffington Post, Naomi Klein and Avi Lewis have written this: The Cure for Layoffs: Fire the Boss!

In 2004, we made a documentary called The Take about Argentina’s movement of worker-run businesses. In the wake of the country’s dramatic economic collapse in 2001, thousands of workers walked into their shuttered factories and put them back into production as worker cooperatives. Abandoned by bosses and politicians, they regained unpaid wages and severance while re-claiming their jobs in the process.

Well, with the world economy now looking remarkably like Argentina’s in 2001 (and for many of the same reasons) there is a new wave of direct action among workers in rich countries. Co-ops are once again emerging as a practical alternative to more lay-offs….

Klein & Lewis then go on to describe recent cases of workers taking over, in places from Argentina to France to Poland to the U.S.

Klein & Lewis leave 2 crucial questions open:
1) Sometimes layoffs happen for bad reasons related to mismanagement; but sometimes they reflect changes in demand for a product. How does a worker takeover of a factory solve a lack of demand?
2) Bosses aren’t arbitrarily inserted into organizations. They’re hired or appointed to do the work of structuring the organization, and coordinating and motivating employees. Are the cases Klein & Lewis talk about really doing away with managers?

Finally, it’s worth pointing out that the notion of employee cooperatives is not exactly radical. From what I understand, they’re legal just about everywhere and indeed most modern economies have legislation in place specifically to foster their establishment. There’s nothing much discouraging their establishment, but they just haven’t sprung up much. Why? For an excellent analysis of various ownership options (including shareholder ownership, employee ownership, supplier ownership, and customer ownership), read: The Ownership of Enterprise by Henry Hansmann.

(p.s. Here’s my review of Klein & Lewis’s movie, The Take.)