Caveat Texas

A holder of shares…may not be held liable to the corporation or its obligees with respect to:

(2)  any contractual obligation of the corporation or any matter relating to or arising from the obligation on the basis that the holder…is or was the alter ego of the corporation[,] or on the basis of actual or constructive fraud, a sham to perpetrate a fraud, or other similar theory…

Texas Business Organizations Code

Small business owners in Texas have a long history of putting their corporations into bankruptcy and walking away when they get into trouble, only to start up another corporation in the same line of business right down the street, minus those annoying creditors. This is the risk you assume when you do business with a corporation – at least that’s the theory. Good luck finding anyone dumb enough to do business as a proprietorship.

But it’s outrageous when owners are able to strip their corporation of its assets before throwing the thing under a bus. Bankruptcy law is supposed to prevent this sort of thing, but I guess if you’re smart enough to loot your corporate coffers at least 90 days before the thing is forced into bankruptcy, you get a pass. But if you do that, it’s hard to argue you didn’t know your business was faced with some big obligations, and that you had no intention of meeting them.

I don’t know about other states, but caveat Texas. Be careful who you do business with.

When markets don’t work

Everyone has heard of the law of supply and demand. It’s supposed to be why markets work (whatever ‘work’ is supposed to mean). The price for a product or service is high enough to stimulate enough supply for the market, yet low enough that all of that product or service is consumed. In other words, the market finds its own equilibrium.

Free-market advocates also claim that the law of supply and demand, operating across markets for all goods and services, leads to the most efficient allocation of resources. This is less persuasive. When China was plagued with opium dens, it’s hard to see how this was efficient in any useful sense of the word. It is equally hard to see how a modern economy would benefit from an open market in heroin, tainted food, or half-trained doctors.

While the efficacy of supply and demand in finding an equilibrium price seems indisputable (with exceptions like asset bubbles), there are areas of the modern capitalist economy where it just doesn’t work that way.

Take savings and investment. Some people labor under the impression that savings must always equal investment, but they forget the role of financial intermediaries (or else they are confused as to what ‘investment’ is). Decisions to save and decisions to invest are made by different people, or at least people acting in different roles, and they are often made for contradictory reasons. When the economic horizon looks cloudy, the preference to save increases, but the desire to invest decreases. You might think that interest rates would fall until things are brought back into balance again, but if you’re worried about your job, you don’t save based on the rate of return. You save to have cash available. It won’t matter much if your savings earn 5% or 0.5%. In the same situation, financial intermediaries (e.g. banks) accumulate reserves (or they should), which means they’re happy to accept your deposit, even if they have no plans to lend it out.

This is a source of economic instability. Barring intervention by the authorities (monetary policy or fiscal stimulus), production drifts down until enough people have lost jobs or hours so that they are forced to spend more of what they do make, and their diminished savings falls back into balanced with the diminished need for business investment.

So there’s an equilibrium, but one could hardly call it ‘optimum’.

There is another area. Less explored, but perhaps all the more significant.

Virtually everything produced in a modern economy is the result of a collective effort, meaning it takes an organization to deliver goods and services. The main reason for this is that it takes specialization to produce something of sufficient value in sufficient quantity to be competitive in the market.

So if it takes 100 different jobs and skills sets to produce XYZ widgets, and the sale of those widgets brings in a certain amount of money, how is that money divided among the different jobs, and the return to capital?

In other words, what is the value of any particular kind of labor, versus the owners and managers of capital?

Well, you say, it’s determined by supply and demand. And yet, I respond, the US  economy is awash in capital (starting long before quantitative easing) in the forms of monetary wealth and glutted capacity, while at the same time the returns to capital and its managers absorb a steadily greater portion of national income.

So what is the mechanism supposed to be that brings the distribution of income into equilibrium? Is it stagnation, where low or no inflation combines with low rates of interest, declining growth, and a declining labor force participation? It’s hard to see how this leads to rising wages for those who continue working, without fairly disruptive changes to society. Alternatively, it’s hard to see how the continued stagnation of income for most of the population represents a useful optimum.

The history of the past 20 or 30 years suggests that, if there is an equilibrium process at work, unlike the markets we are familiar with this one may operate over time frames that exceed the normal allotment of working years, if not the human life span. And this is not at all optimal.

Keynes and David Brooks

“Now, of course, liberals have always believed in Keynesian countercyclical deficit spending.” – David Brooks, Editor at The Weekly Standard, The Progressive Shift, NYT, March 18, 2013

“We are all Keynesians now.” – Milton Friedman, author of “Free to Choose”, December 1965

“I am now a Keynesian in economics.” – Richard Nixon, U.S. President, August 1971

(And if political actions speak louder than words, there is the cavalier treatment of federal deficits in the administrations of Ronald Reagan and George W. Bush, against the fiscal conservatism of Bill Clinton.)

So just what is this “Keynesian economics”? Continue reading

The Killer Instinct

I have been working with a certain company for nearly two years, trying to help them commercialize a technology acquisition. The product was released six months ago. The firm has yet to make its first sale.

It’s true the product is not simple to sell. The market consists of old-line telecommunications carriers whose problems – and opportunities – are quite complex, rooted in the history of their networks, and dependant on many things being brought into alignment. But that’s just the kind of market it is. Big, and mature.

This is a firm that got where it is today by marketing innovation. And it hasn’t done badly. But growth has stopped, and there have been painful reverses. Continue reading

Law of the Human Jungle


Long, long ago I went to work for a young company of a kind that later would be called a ‘start-up’, although things were a little different in those days. For instance, the company had already “gone IPO”, selling its stock to the public in order to raise capital to develop its product, not as an “exit strategy” for investors. Quaint, eh? Continue reading