Too much or little regulation of public companies?
http://www.nytimes.com/2011/02/14/opinion/14Salmon.html says that the Securities and Exchange Commission’s regulations for public companies are so onerous that all of the real investment is happening in the private equity world:
“Only the biggest and oldest companies are happy being listed on public markets today. As a result, the stock market as a whole increasingly fails to reflect the vibrancy and heterogeneity of the broader economy. To invest in younger, smaller companies, you increasingly need to be a member of the ultra-rich elite.”
An interesting statistic is that the number of U.S. public companies is down from a 1997 peak of 7000 to just 4000 today. That’s impossible to argue with, but perhaps the author is wrong about the reason.
The S.E.C. certainly is a rich source of annoyance for public companies, forcing them to file a lot of paperwork and making the CEO sign a statement that he is only looting as much as the buried disclosures say he is. But isn’t it possible that it is investors who are shying away from the public markets? The S.E.C. regulations don’t stop employees from looting from investors by issuing themselves enough options to dilute the cash investors by 30 or 50 percent (I wrote about this is my economic recovery plan). Nor do the S.E.C. regulations stop employees from repricing those options whenever the stock falls (so an executive whose job was to push the stock price from 50 up to 100 gets the options repriced at 20 after the stock falls due to some ill-advised decisions).
Let’s look at Robert Nardelli, named by CNBC as one of the “Worst American CEOs of All Time”. He received a mostly-unconditional $500 million in salary for trashing Home Depot and leaving its shareholders with a worn-out shell. At Chrysler, however, under the thumb of the private equity owners, Nardelli earned only $1/year and anything additional was to be based on the company’s success (Nardelli joined Chrysler in August 2007; the company went bankrupt in April 2009 (Home Depot paid $210 million just to get rid of Nardelli; you’d think that Chrysler would have handed him at least a few million of the taxpayer dollars that the Obama Administration gave them, but press reports suggest otherwise)).
Perhaps the Russians who are financing Facebook are too savvy to subject themselves to the depredations of U.S. public company executives. If companies aren’t going public, couldn’t it be because they can’t get the money that they need through an IPO? That the folks with the big dollars prefer to keep a closer eye on their money than is practical in the U.S. public market?
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