Tag Archives: agency theory

Episode 7. The New Deals



1980s Wall Street was as inventive as it was ostentatious. New kinds of deal turned the relationship between finance and society on its head: collateralized mortgage obligations made homeowners into raw material for profit, while the leveraged buyout allowed corporate raiders to tear up companies in the name of shareholder value, all this backed by the new science of financial economics. This episode takes a random walk around some of finance’s most rapacious innovations.

Transcript

The investment-banking firm of Pierce & Pierce occupied the fiftieth, fifty-first, fifty-second, fifty-third, and fifty-fourth floors of a glass tower that rose up sixty stories from out of the gloomy groin of Wall Street. The bond trading room, where Sherman worked, was on the fiftieth. Every day he stepped out of an aluminum-walled elevator into what looked like the reception area of one of those new London hotels catering to the Yanks. Near the elevator door was a fake fireplace and an antique mahogany mantelpiece with great bunches of fruit carved on each corner. Out in front of the fake fireplace was a brass fence or fender, as they called it in country homes in the west of England. In the appropriate months a fake fire glowed within, casting flickering lights upon a prodigious pair of brass andirons. The wall surrounding it was covered in more mahogany, rich and reddish, done in linen-fold panels carved so deep, you could feel the expense in the tips of your fingers by just looking at them. All of this reflected the passion of Pierce & Pierce’s chief executive officer, Eugene Lopwitz, for things British. Things British, library ladders, bow-front consoles, Sheraton legs, Chippendale backs, cigar cutters, tufted club chairs, Wilton-weave carpet were multiplying on the fiftieth floor at Pierce & Pierce day by day. Alas, there wasn’t much Eugene Lopwitz could do about the ceiling, which was barely eight feet above the floor. The floor had been raised one foot. Beneath it ran enough cables and wires to electrify Guatemala. The wires provided the power for the computer terminals and telephones of the bond trading room. The ceiling had been lowered one foot, to make room for light housings and air-conditioning ducts and a few more miles of wire. The floor had risen; the ceiling had descended; it was as if you were in an English mansion that had been squashed.

This is Tom Wolfe, of course, from his remarkable Bonfire of the Vanities, as we first encounter the workplace of the protagonist – I won’t say hero, for he’s certainly not that – master of the universe, possessor of a Yale chin – Sherman McCoy. It turns out that this kitsch Englishness is just the drapery on something much more primal. Wolfe continues…

No sooner did you pass the fake fireplace than you heard an ungodly roar, like the roar of a mob. It came from somewhere around the corner. You couldn’t miss it. Sherman McCoy headed straight for it, with relish.

On this particular morning, as on every morning, it resonated with his very gizzard. He turned the corner, and there it was: the bond trading room of Pierce & Pierce. It was a vast space, perhaps sixty by eighty feet, but with the same eight-foot ceiling bearing down on your head. It was an oppressive space with a ferocious glare, writhing silhouettes, and the roar. The glare came from a wall of plate glass that faced south, looking out over New York Harbor, the Statue of Liberty, Staten Island, and the Brooklyn and New Jersey shores. The writhing silhouettes were the arms and torsos of young men, few of them older than forty. They had their suit jackets off. They were moving about in an agitated manner and sweating early in the morning and shouting, which created the roar. It was the sound of well-educated young white men baying for money on the bond market.

The sound of well-educated young white men baying for money.

Wolfe, already a famous long-form journalist, did his research properly. This isn’t just any trading room, but the forty first floor of Salomon Brothers, New York: the biggest and most brash of all the 1980s investment banks. It’s the same trading room that Michael Lewis uses as the background for his extraordinarily popular debut, Liar’s Poker. The two writers were there at the same time, and their books tip a symbolic wink to each other. There is such a lot in this passage, and we will be back to some of it in another episode: Wolfe’s careful presentation of toxic masculinity, class and racism, especially. He takes delight, over the next few sentences, in showing us the mixture of profanity, youth, and privilege exhibited by these traders, pumped and sweating, cursing, even at the very beginning of the working day.  But for now, I’ll just take the room as it stands, and as Wolfe intended it: as the emblem – and engine – of everything that was wrong with 1980s Wall Street.

Hello, and welcome to How to Build a Stock Exchange. My name is Philip Roscoe, and I teach and research at the University of St Andrews in Scotland. I am a sociologist interested in the world of finance and I want to build a stock exchange. Why? Because, when it comes to finance, what we have just isn’t good enough. To build something – to make something better – you need to understand how it works. Sometimes that means taking it to pieces, and that’s exactly what we’ll be doing in this podcast. I’ll be asking: what makes financial markets work? What is in a price, and why does it matter? How did finance become so important? And who invented unicorns?

In this part of the series I am getting to grips with finance and its role in society. If we want to build a stock exchange worthy of the future – and without wanting to give too much away too soon, I’ll bet that’s going to be small scale, local, and politically respectful – we need to understand how finance got where it is today – vast, global and politically invasive. I’ve suggested its present form is largely the result of changes in the 1980, when the Wall Street financiers became, as Wolfe put it, the ‘masters of the universe’. In the last episode I explored how exchanges were shaped by changes in global political economy and a rethinking of the social contract under governments that embraced the newly fashionable free market ideology. It was during the eighties that the UK’s national industries were sold off and a new class of everyday shareholder was born. He rapidly became known as Sid, inspired by the advertising campaign – under eighties capitalism, even nicknames had to be the produce of corporate endeavour. In the next episode I’m going to explore the automation of stock markets, the move away from open outcry trading pits or the ambulatory trading of London’s Gorgonzola Hall to the miles of wiring described by Wolfe: from the huge open spaces of the Board of Trade’s specially designed hall or the dome of London’s Old House to squashed and cramped, shabby, trading rooms like that of Pierce & Pearce. In this episode, though, I’m going to look what these masters of the universe bought and sold and the deals they concocted, and in doing so I’ll explore the birth of a new kind of social contract, one where finance sits very much on top of the heap. I’ll show a change, too, in the very nature of capital, as it tears itself away from its roots in production and seeks ever higher returns through a proliferation of financial contracts.

—- Trading sounds—[1]

So what were they doing, these traders. What were they trading? What, indeed, were – and are – bonds? The short answer is that a bond is simply a loan contract promising that interest will be paid at a given time until a particular date, when the bond is redeemed and the loan paid off.  Pension funds, governments and corporate treasuries are big holders of bonds, institutions that hold money and need some sort of return but need absolute (or relative) safety too. The notion of safety is itself a highly interesting and problematic one, as we all found out in 2008, and we are going to come back to it in episode nine.  Prices move up and down, driven by sentiment and alternative sources of risk-free interest, usually central bank rates: bonds pay their interest at a predetermined rate, so if interest rates go up, bond prices go down in order to bring those predetermined returns into line. Investors demand higher returns the longer the length of the bond, to compensate for their money being tied up; conversely, as the redemption day nears, prices fall to reflect the limited future yield. This is the yield curve, another central device for plotting the future of markets. If markets are crystal balls, and we only have to open the newspapers to see how many think they are, then the proliferation of bond contracts can only be a good thing. So are the Masters of the universe, pure speculators, trading nothing more concrete than the promise of future returns, but in doing so making this crucially important market happen. That’s the theory, at least.

These perfect market imaginings suppose – yet again – that new markets or goods just appear. It is never that simple. Take the mortgage bond, the instrument at the base of the financial Jenga-tower that decomposed in 2008. In the late 1970s and early 1980s, Wall Street’s eyes lighted on mortgages as a source of possible opportunity. For people whose business was buying and selling debt, the cumulative amount owed by America’s homeowners – following post-war decades of suburban growth that saw home ownership as a crucial part of the American dream – must have been mouth-watering. But there were certain problems. Government regulation during the same period had been heavily skewed towards the interests of the borrowers. According to Lewis Ranieri, the Salomon Brothers trader who pioneered commercial mortgage bonds, the “mortgage instrument becomes so perfect for the borrower that a large economic benefit is taken away from the other participants, including the long-term investor”.[2] That didn’t especially matter because mortgages were owned by small-scale savings banks, known as thrifts in the United States, or building societies in Britain, whose business was conservative, low risk lending to homeowners. Moreover, two giant government-sponsored bodies, Fannie Mae and Freddie Mac, underwrote a portion of these loans with the intention of expanding the pool of eligible borrowers and thus broadening home ownership. These institutions also provided mechanisms through which loans could be resold by the thrifts in order to increase the supply of money into the sector. They bought up loans and resold them in bundles as bonds, but the results were attractive only to specialist investors. You see, as an investment, the mortgage had several problematic characteristics. It was small. It was attached to an individual, and therefore inherently unpredictable. Mr and Mrs Smith might lose their jobs, or die, or remortgage. The last was a particular issue.

Regulation designed to protect homeowners allowed anyone to pay off a mortgage without penalty at any time. This prepayment risk made mortgages unattractive investments for pension funds, corporations, and governments whose primary objective was long-term stability: if interest rates went down, rather than holding a more valuable bond, investors will be left with cash returned by homeowners changing to cheaper deals, cash for which they couldn’t find a lucrative home. As a result, if interest rates went down the price of mortgage bonds changed little, as everyone knew the underlying loans would already be in the process of being redeemed. Michael Lewis chronicles the birth of the mortgage bond in Liar’s Poker. He writes:

‘The problem was more fundamental than a disdain for middle America. Mortgages were not tradeable pieces of paper; they were not bonds. They were loans made by savings banks that were never supposed to leave the savings banks. A single home mortgage was a messy investment for Wall Street, which was used to dealing in bigger numbers. No trader or investor wanted to poke around the suburbs to find out whether the home owner to whom he had just lent money was creditworthy. For the home mortgage to become a bond, it had to be depersonalized…At the very least, a mortgage had to be pooled with other mortgages of home owners. Traders and investors would trust statistics and buy into a pool of several thousand mortgage loans made by a Savings and Loan, of which, by the laws of probability, only a small fraction should default. Pieces of paper could be issued that entitled the bearer to a pro rata share of the cash flows from the pool, a guaranteed share of a fixed pie . . . Thus standardized, the pieces of paper could be sold to an American pension fund, to a Tokyo trust company, to a Swiss bank, to a tax evading Greek shipping tycoon living in a yacht in the harbour of Monte Carlo, to anyone with money to invest.’[3]

In 1977 Bank of America, in conjunction with Ranieri’s team at Salomon Brothers, launched the first private mortgage bond. The process, which Ranieri dubbed securitisation, was elegant in principle, if complex in actuality. Here’s Lewis, again, on the construction of the ‘collateralized mortgage obligation’ or CMO:

‘The CMO addressed the chief objection for buying mortgage securities, still voiced by everyone but thrifts and a handful of adventurous money managers: who wants to lend money not knowing when they’ll get it back? To create a CMO, one gathered hundreds of millions of dollars of ordinary mortgage bonds—Ginnie Maes, Fannie Maes and Freddie Macs. These bonds were placed in a trust.

The trust paid a rate of interest to its owners. The owners had certificates to prove their ownership. These certificates were CMOs. The certificates, however, were not all the same. Take a typical 300 million dollar CMO. It would be divided into three ‘tranches’ or slices of 100 million dollars each. Investors in each tranche received interest payments. But the owners of the first tranche received all principal repayments from all 300 million dollars of mortgage bonds held in trust. Not until first tranche holders were entirely paid off did second tranche investors receive any prepayments. Not until both first and second tranche investors had been entirely paid off did the holder of a third tranche certificate receive prepayments. The effect was to reduce the life of the first tranche and lengthen the life of the third tranche in relation to the old-style mortgage bonds. One could say with some degree of certainty that the maturity of the first tranche would be no more than five years, that the maturity of the second tranche would fall somewhere between seven and fifteen years, and that the maturity of the third tranche would be between fifteen and thirty years. Now, at last, investors had a degree of certainty about the length of their loans. (Lewis, 1989: 160–1)

—– market traders —-[4]

There is an interesting story in the background about the gentrification of finance over the same period. Ranieri had worked his way through the ranks of Salomon, from mailroom to the partnership. By the mid-eighties, however, the university of lifers were being squeezed out by the Ivy League graduates gleefully described by Wolfe. This was also the case in Britain. In 1982, the London International Financial Futures Exchange, or LIFFE. It was deliberately modelled on the trading pits of Chicago, and it offered London a first sight of the loudmouth, barrow boy trader that came to epitomise so much of the nineteen eighties. The LIFFE traders came from the county of Essex, a harsh, flat, damp, grey landscape north-east of London that had soaked up refugees from the city as industrial slums had been cleared. Those who lived there were Sierra Women and Men and more. They had made money, bought property, and they wanted the world to know: ‘the affluent, industrious, ruthless and caustic typical inhabitants of South Essex’, writes the anthropologist Caitlin Zaloom, quoting a British member of Parliament, were ‘the shock troops of the Thatcherite revolution, the incarnation of the new economic freedom she had bestowed upon a broadly ungrateful nation’.[5]  In London they didn’t disappoint. Their motto was spend, spend, spend: traders distinguished themselves by their flamboyant dress sense and their equally flamboyant expenditure. They shouted on mobile phones before anyone else even owned one. They became the archetypal figures for the new City, the poster boys of the early nineteen eighties. They were coarse, loudmouthed and abrasive, London’s counterpart to the mortgage bond traders of Wall Street. But these Essex boys who came to trade on LIFFE were rapidly displaced by university graduates qualified in economics and the hard sciences. One primary cause was the enormous increase in the complexity of the contracts that confronted market traders, and to get there we should trace another story, and the birth of another kind of contract.

You may recall from my second episode that the Chicago Board of Trade evolved organically as a means of providing a speculative market in the future prices of agricultural goods. You may also recall how disagreements over the legal and moral validity of futures trading found their way to the Supreme Court, where in 1905, Chief Justice Holmes declared that speculation ‘by competent men is the self-adjustment of society to the probable’. This debate still centred on agricultural goods, however, and although Holmes recognised the speculators’ practice of setting off, or settling deals in advance, the point remained that the goods could be delivered if so desired. This legal distinction separated legitimate, legal speculation from illegitimate, and criminal, speculation in the future prices of financial securities. Such things could never be delivered, containing nothing more tangible than the promise of future cash streams. Moreover, financial futures had been implicated among the causes of the disastrous financial crisis of 1929, still very much in the mind of American legislators. But times were hard in the late 1960s with regulated commodity prices leaving little opportunity for speculation: traders left sitting on the steps of the pit, reading the paper. The Board of Trade – alongside its junior counterpart the Chicago Board of Options Exchange, or CBOE – worked hard to make financial futures legal. Donald MacKenzie and Yuvall Millo trace this story. The CBOE employed lobbyists, lawyers and enrolled the new science of financial economics. This posited that stock prices moved in a random walk in response to news, the basis for today’s efficient market hypothesis. Such randomness could only mean uncertainty, and financial options could be deployed as a means of protection against this, just as they were in dealing with future weather changes and market conditions for agricultural products. None other than Milton Friedman wrote an account of the benefits of a currency futures exchange, for which he received $5000 from the CBOE, perhaps forty-thousand in today’s money.

At the same time  a small group of academic economists – Fisher Black, Myron Scholes and Robert Merton – made a startling innovation, producing ‘options pricings theory’, one of the  most important contributions of twentieth century economics and for which Merton and Scholes scooped the Nobel Prize in 1997. I can’t explain it any better than MacKenzie and Millo, so I’m going to borrow their words, trimmed slightly. If one assumed that

‘the price of a stock followed a… random walk in continuous time… it was possible to construct a continuously adjusted portfolio of underlying stock and government bonds or cash that would “replicate” the option: that would have the same return as it under all possible states of the world. Black, Scholes, and Merton then reasoned that the price of the option must equal the cost of the replicating portfolio: if their prices diverged, arbitrageurs would buy the cheaper and short sell the dearer, and this would drive their prices together.[6]

Simple! Or maybe not. But that doesn’t really matter for our story because, as MacKenzie and Millo point out, the new maths played an important part in legitimising the new kind of trading:

Black, Scholes, and Merton’s fellow economists quickly recognized their work as a tour de force. It was more than a solution of a difficult technical problem: it showed how to approach a host of situations that had “optionlike” features; and it linked options to the heartland theoretical portrayal of capital markets as efficient and permitting no arbitrage opportunities. The whole weight of orthodox modern economics could now be deployed against anyone still claiming options to be disreputable.[7]

With the advent of options pricing theory, the yield curve, and other such mathematically complex methods of valuing trades, the barrow boys of Essex and street traders of New Jersey were no longer equipped to deal in the market. This bond trading was the province of young Turks, as Lewis calls them:

‘After the first CMO (writes Lewis), the young Turks of mortgage research and trading found a seemingly limitless number of ways to slice and dice home mortgages. They created CMOs with five tranches, and CMOs with ten tranches. They split a pool of home mortgages into a pool of interest payments and a pool of principal payments, then sold the rights to the cash flows from each pool (known as IOs and POs, after interest only and principal only) as separate investments. The homeowner didn’t know it, but his interest payments might be destined for a French speculator, and his principal repayments for an insurance company in Milwaukee. In perhaps the strangest alchemy, Wall Street shuffled the IOs and POs around and glued them back together to create home mortgages that could never exist in the real world.’[8]

These kinds of deals were only possible due to increasingly powerful methods of calculation. The new mechanisms of financial engineering, options pricing theory, implied volatility, various copula and log-normal distributions, none of which I can claim to understand, transformed financial markets. The confluence of entrepreneurial ambition, politics, and theoretical innovation backed up by advances in computing power and technical modelling takes us to a place where existing restrictions seem outmoded and regulation is swiftly changed. Economists, regulators and traders alike began to look towards free-market utopia where a proliferation of financial contracts could cover every conceivable trade and outcome. The road led, inexorably, to the crisis of 2008. But I want to emphasise the process by which our individual financial arrangements – and the terms on which they are offered – became of interest to, and then subject to the discipline of, high finance. The mortgage moved from being a policy tool designed to expand the reach of homeownership to being a financial instrument crucial in the construction of investment banks’ profits. This, in turn, makes the interests of homeowners and financiers widely divergent, a problem that underwrote the global crash. We might call this process, by which ever more of our everyday interests become subject to the purview of financial markets, financialization.

——–

At the same time as the traders of Wall Street were taking hold of our mortgages, another kind of financier was taking charge of our jobs. The corporate raider, epitomised by Gordon Gecko in Oliver Stone’s film Wall Street (a film premiered at almost the same time as The Bonfire of the Vanities), was a new species of financial practitioner, spawned by the 1980s. Raiders like T Boone Pickens, Sir James Goldsmith, and Tiny Rowland became renowned, even glamorised, as ruthless hunters on the cutting edge of capitalism. Their prey – the conglomerate.

Throughout the 1950s and 60s the conglomerate had become a fashionable organisational form. Companies bought other companies, creating empires of unrelated businesses, wherever managers felt that capital could be productively used. The conglomerate was a creature of its times, a product of managerial capitalism where business invested money in making and selling things, and the skills of managers were to do with organising production and generating effective returns on capital from doing so. Conglomerates benefited from a favourable legal environment and tax relief on debt which made borrowing to buy cash generative businesses a sensible choice. Investment bankers had, of course, been complicit in the growth of these conglomerates, eagerly encouraging chief executives to do deals and pay hefty advisory fees in the process. But now, the era was over. Conglomerates found themselves unfashionable, their share prices depressed. These lower share prices presented the corporate raiders with an opportunity. They could buy the business for a significant premium on existing share prices, and thereby claim that they are returning value to shareholders. But the amount they would pay would still be less than the asset value of the firm, and they could break the firm up, selling businesses and assets and keeping the difference. But how to raise the money for such an enormous purchase? Why, borrow it, of course…

‘In 1978 the firm Kohlberg, Kravis and Roberts’, writes Daniel Souleles, ‘then called an investment bank, now a private equity firm, bought a manufacturing conglomerate, Houdaille for $355 million dollars. Not only was this four times more than KKR had ever bid to buy a company’s stock and manage it privately but KKR only had 1/300th of the total price. The rest of the money they spent, the remaining 99.7% of the price of Houdaille, they made up with borrowed money, either in the form of capital from investors, or loans from banks.’

KKR hit on a winning strategy. ‘It is not often,’ says Souleles, that one can pinpoint and describe a new and durable way people get rich. But KKR’s purchase of Houdaille with very little of their own money, and quite a bit of borrowed money, affords one such moment. KKR’s innovation of the leveraged buyout [LBO] would set the standard the industry still follows today.’ The magic comes in the innovation that the target firm should borrow the money to buy itself. This makes perfect sense. There’s no way that a small investment banking boutique could borrow enough to buy a sprawling conglomerate. But the conglomerate can. It will offer bonds – and Wall Street traders led by Ivan Boesky pioneered low quality ‘junk’ bonds for just this purpose, risky and punitively expensive for the borrower.

The conglomerate’s new managers (or the existing managers who have cut a deal with the raiders, like the hapless protagonist in Wall Street) can, however, offset the exorbitant cost of the debt against profits. As Souleles says, KKR could see value in the firm that the market could not.

Raiders cut these conglomerates up and sold the pieces on. They closed down ‘underperforming’ (in scare quotes) firms. They restructured, moved employees around, or simply sacked them. Gecko is pictured threatening to expropriate the employees’ pension fund. Yet these moves were justified by the suddenly fashionable theory that only the interests of shareholders mattered. You will recall from the very first episode how two academics – Jensen and Meckling – posited that managers were the agents of shareholders and should be incentivised to work for them, rather than featherbedding their existences at the expense of profits. In all fairness, conglomerates were renowned for such practices. The classic account of one of these deals, Barbarians at the Gate, paints a picture of RJR Nabisco’s senior management as cocooned in a world of private jets and country club memberships, using the firm’s incredible cash flows to satisfy every whim. Plunging a firm deep into debt could be told as imposing financial discipline on these soft, pampered executives. At the same time those executives were likely to receive substantial holdings of stock as a reward for making such changes; Jensen and Meckling had argued that we can only expect chief executives to work for shareholders if we make them shareholders too. So the soft, pampered executives became wealthy, pampered executives, the corporate raiders became even richer, and the pain of meeting debt repayments was felt in the warehouses and factories, or perhaps in the places where the warehouses and factories used to be. The ethnographer Karen Ho argues that these narratives allow the shareholder to be ‘positioned as the victim, the victim, denied his rightful role in the modern corporation by manager-usurpers. It is partly this notion of the wronged owner reclaiming his just rewards that has fuelled such righteous (and moralistic) activism for shareholder value.’ The focus on shareholder rights helped to deflect scrutiny from the manifestly negative consequences of most LBOs in terms of ‘a decline in shareholder value itself to massive losses in profits, corporate morale, productivity, and jobs.’[9] After all, Milton Friedman had argued that the social obligation of business was to its shareholders, and Wall Street was all too happy to oblige, especially while it made a killing doing so.

Souleles warns that we shouldn’t fall into the trap of presenting wall Street as a homogenous whole. This is true. Even in this episode there are traders and private equity engineers, barrow boys and elite college graduates, people from ethnic minorities and Connecticut wasps. People have varied motivations, even if these all fall within the big tent of making money. Those inflicting great harm on people’s everyday lives can, as Ho shows us, remain convinced that they do so in pursuit of a greater good. It’s complicated. But if we step back to take in the big picture, we can see similar processes at work across the three interconnected domains I have explored: mortgage bonds, financial futures and the leveraged buyout structure. In each new politics, new kinds of deal, new arrangements slowly inverting the relationship between finance and society, so that stock exchanges – or bond or futures exchanges – no longer exist to serve society, but to exploit it. We see capital shaking off its chains and taking flight – a metaphor that is, as the great theorist Frederic Jameson points out – all too literal.[10] When, in the first episode, I described stock markets as pivotal in the mechanisms of contemporary wealth distribution, I was thinking of just this state of affairs. The young, privileged traders of the forty-first floor, baying for money, became masters of the universe through the sheer dislocated power of finance capital. Last week we saw the battles between the newly propertied Sierra men and women and the older forces of organized labour There’s the beginnings of another class war here, between the very rich and everyone else. This is with us today, in a world of offshore banking and fluid, stateless capital. The transition to a truly borderless, global capitalism, however, could only come about as a result of one final change that swept through markets in the 1980s: the transition from pit to screen, the automation and digitization of the exchanges. That’s the subject of our next episode.

I’m Philip Roscoe, and you’ve been listening to How to Build a Stock Exchange. If you’ve enjoyed this episode, please share it. If you’d like to get in touch and join the conversation, you can find me on Twitter @philip_roscoe or email me on philiproscoe@outlook.com. Thank you for listening, and see you next time.

 

 

 

[1] Sound recording from ‘touchassembly’ via freesound.org, under a creative commons attribution licence https://freesound.org/people/touchassembly/sounds/146268/

[2] Quoted in Donald MacKenzie, “The Credit Crisis as a Problem in the Sociology of Knowledge,” American Journal of Sociology 116, no. 6 (2011): 1792.

[3] M Lewis, Liar’s Poker (London: Coronet, 1989), 99-100.

[4] From www.freesound .org under a creative commons licence. https://freesound.org/people/deleted_user_1116756/sounds/74460/

[5] At the risk of an overcomplicated citation, this is Zaloom quoting Nicholas Farrell, writing in the Sunday Telegraph, 10 November 1991, himself quoting a Member of Parliament. It is a comment made nearly ten years since the event, but still a great line. Caitlin Zaloom, Out of the Pits: Traders and Technology from Chicago to London (Chicago: University of Chicago Press, 2006), 77.

[6] Donald MacKenzie and Yuval Millo, “Constructing a Market, Performing Theory: The Historical Sociology of a Financial Derivatives Exchange,” American Journal of Sociology 109, no. 1 (2003): 120.

[7] Ibid.:121

[8] Lewis, Liar’s Poker, 163.

[9] Karen Ho, Liquidated (Durham: Duke University Press, 2009), 190 and 128.

[10] Fredric Jameson, “Culture and Finance Capital,” Critical Inquiry 24, no. 1 (1997).


Episode 1. Finance matters



Finance matters. We’re off to build a stock exchange, but first of all I’ll spend a little time explaining why financial markets matter. This episode explores how financial markets – a crucial mechanism for the distribution of wealth – are implicated in our present political malaise and looks at some of the ways that finance has squeezed us over the last three decades.

Transcription

A famous philosopher once said – ‘It is not from the benevolence of the butcher, the brewer, or the baker, that we expect our dinner, but from their regard to their own interest.’ It was Adam Smith, of course, born not far down the road from me in Kirkcaldy, Scotland, and the father of modern economics. He once walked to neighbouring Dunfermline in his dressing gown, apparently, so deep was he in thoughts, musings like this, and ‘Nobody but a beggar chuses to depend chiefly upon the benevolence of his fellow-citizens.’

From those words, published in 1776, a whole global order has sprung. We can call it capitalism, and at its centre lies a strange entity, so much part of our lives that we simply take it for granted.

I’m talking about the stock exchange.

Hello, and welcome to this podcast.

My name is Philip Roscoe, and I teach and research at the University of St Andrews in Scotland. I am a sociologist interested in the world of finance and I want to build a stock exchange. Why? Because, when it comes to finance, what we have just isn’t good enough.

To build something – to make something better – you need to understand how it works. Sometimes that means taking it to pieces, and that’s exactly what we’ll be doing in this podcast. Over the coming episodes I will be revealing finance as you have never thought of it before. I’ll be asking what makes financial markets work? What is in a price, and why does it matter? How did finance become so important? And who invented unicorns? We will see that stock markets have places, and histories and politics. And we will come to understand just how influential stock-markets are in our everyday lives.

In this first episode I’m not going to do much building. Instead, I’m going to talk to you about why the world of finance really matters. I want to step back from the nitty-gritty of the project – we’ll see enough of that as we move along – and think about the role that financial markets play in society. You see, we can’t help noticing that things have changed in the last decade. Britain has fallen into disrepair. In the regions jobs have evaporated. In the cities casual work and portfolio careers have become the norm and it’s impossible to buy a house. Food banks are rife and one in five children lives below the poverty line. Brexit is looming, a howl of rage – as one commentator put it – against the state of the nation. I daresay swathes of North America and Europe feel much the same. But what has this to do with financial markets?

Well, the world has changed and financial markets stand at the heart of these transformations. They are not the only problem of course – but it is fair to say that finance is the mechanism on which global inequality pivots. Take risk. It’s everywhere in business, the other side of the coin from profits. The big question is who should carry it, and at the moment the answer seems to be the poor. Risk has been outsourced. It’s experienced as precarious employment, social exclusion, or plain, old-fashioned poverty, while financial markets – institutions that exist solely to manage risk – have pronounced themselves risk free. You can buy a bond rated triple A – as safe as the debt of the strongest governments – and still expect a return. Short-termism has prevented sustainable, long-term investment. At the same time, the rewards that supposedly come from taking risk – future profits – have been privatised among the financial elite, and they have done so through those same mechanisms that have shifted the risk itself: financial markets.

Sometimes finance goes stupendously and calamitously wrong, as in the financial crisis of 2008 – celebrating its tenth anniversary and still trailing a wake of austerity, Brexit and Trump. But here’s the rub: financial markets had sold us out anyway.

Global finance has transformed itself during the last three decades. During much of the 20th century financial markets were built around nation states and an economy that made tangible, concrete things. Their primary purpose was to allow investors to buy and sell stock, separating ownership of the firm from its day to day management by creating a new kind of product – the stock – and a market in which it can be traded – the stock-market. These markets evolved alongside the corporations of the twentieth century, their history overlapping but also self-contained. Financial markets supplied capital for companies and traded the bonds of governments that needed to raise money, whether to build hospitals or wage wars.

By the end of the 1990s, however, all this was slipping away, to be replaced by a global financial market that dealt in the knowledge economy and capital flows. I remember a glorious few years in the late 1990s when it looked as if the Internet could be the final democratising force in a decade of change. The Berlin Wall had fallen and we had enjoyed a decade of economic growth. The twin towers still stood, and the dotcom bull market promised that everyone could have a piece of the action.

This turned out to be an illusion. The Internet didn’t go the way we expected, for sure, but finance went even further off track. A utopian project sought to act out a vision of universal markets with every possible contract imagined and existent. This was free market thinking as a religion and the pointy-head, hedge fund quants with their Gaussian copulas were its apostles. Put simply, financial markets stopped trading in things we could, if not see, at least understand and imagine, and instead began to engineer new products so complex that even start traders couldn’t comprehend them.  For a decade fortunes were made until with a crash and a bang, the whole thing came unravelled, and governments were forced to bail out these colossal banks lest they destroyed the basic economic structures that we need to live. I’ll spend some time talking about the crash later in this series, but for now let’s focus on its consequences. Ten years of austerity followed, and I think it’s fair to draw a straight line of cause and effect between those moments and the nasty, broken world we seem to be living in now. It hasn’t been bad for everyone, of course. Ironically, the more liquid and immaterial capital has become, the more solid and tangible its bridgehead cities must be. So London, New York, Frankfurt and Tokyo have become crowded with the towering glass cathedrals of global finance, visible anchors for the imaginary products they sell. No wonder you can’t buy a house there. Financial markets, as I keep saying, really matter.

We may remember the crisis of 2008 as spectacularly destructive, but in fact it is only one of a number. Markets imploded on ‘Black Monday’, 19 October 1987. The global financial order nearly collapsed in 1998 when Russia’s troubles with the rouble caused a melt-down among overstretched investors, and then the spring of 2000 saw the dot-com bubble burst. There is something in the genes of financial markets that leads to ‘excessive exuberance’, in the words of Alan Greenspan, the former Chairman of the Federal Reserve and free-market apostle whose own economic policy was responsible for much of that overexcitement. Going further back there was a prolonged downturn in the 70s, and the great crash of 1929. There was even a boom – and bust – trading the shares of dog tracks in post-war London.

These regular crises are just a spectacular manifestation of an more general trend towards inequality and exploitation. Thomas Piketty, rock-star economist, has shown that the gap between the haves and the have-nots is steadily growing.[i] His claim, that returns on capital are greater than growth, is an update on Marx’s classic insight that there is an inherent conflict between those who have to work for a living and those who generate income from investment in that work. For investors to gain a bigger share of the pie they must find ways of squeezing workers and for two decades financial markets have been at the centre of this process. This has involved a collective forgetting of the separation between stock ownership and management, and in its place the construction of new narratives of shareholder value and control. The idea that stock markets have single-handedly funded global corporations from the beginning and are therefore entitled to a disproportionate share of rewards and control is, in the words of anthropologist Karen Ho, a ‘neoliberal fairy story’.[ii] But it is persuasive enough. Short termism and a collective attempt to eradicate risk from investment has seen innovation decline and uncertainty – in classical terms the source of profits for any business – shipped out to employees. Uber is the most perfect example of this process: underneath the bluster and talk of disruptive, technological innovation is an attempt to drive every other taxi firm into bankruptcy through sheer force of capital and then use its monopoly to impose high prices on customers and harsh conditions on its workers.

Okay, let’s backtrack a little. The fundamental purpose of stock markets is to provide a market in the instruments of investment, be they stocks or bonds. Stocks are tiny fractions of a corporation, and owning them entitles you to a share of the profits distributed as dividends. Bonds are a kind of debt issued by governments and companies. They pay interest and at the end of the term you get your money back. We’ll revisit these in due course. But the very existence of these instruments shows that the secondary, related purpose of financial markets is to provide new capital for growth, or to facilitate this process by allowing investors to realise some of their profits and reinvest elsewhere. Stock markets are the interface between capital and firms; that makes them the link between the owners of firms and the people who work for those firms.

Money can flow both ways. It pours into companies to fund their growth, expanding into new markets, buying expensive assets, or developing new technology. Shareholders support growing firms through rounds of financing often known as ‘placings’, where new shares in the firm are issued to investors. Once firms mature, cash flows out again as dividends. Assuming that firms have a life-cycle and are truly profitable only in their comfortable but short-lived middle age, this pattern should repeat itself over and over, everyone benefiting in the process.

You might think this sounds like a generally beneficial process. How can these markets serve as instruments of inequality? In several ways. Towards the end of the 20th century capital –if you do not like this term you could say Wall Street, or investment funds, or the one percent – decided it wanted a bigger share of the pie. When that happens, stock-markets are the mechanism for putting on the squeeze. Money starts to flow out. Investment declines and executives will be pressured to increase dividends year on year, by squeezing employees and holding back from long-term investments or risky research and development. Stock markets mediate this pressure through aggressive shareholding tactics and short-term reporting cycles that force managers to deliver regular increases in pay-outs. Strategies such as takeovers and buyouts, while almost always destructive in the long term, are justified by the rhetoric of offering value to shareholders. Companies might use surplus cash to buy back their own shares, driving up the price and concentrating any future returns in the hands of remaining owners – those, of course, who can afford to pass up on a short-term bounty.

WE academics are culpable too. Sometime in the 1980s, a piece of academic know-how called ‘agency theory’ has passed into the common domain. I mentioned just now that stock exchanges are the interface between capital and firms, and therefore between the owners of firms – the shareholders – and the people who work for those firms. Note that I didn’t say ‘work for those shareholders’, because that isn’t the case, but that distinction is often overlooked. In 1976 two professors, from the Simon Business School at University of Rochester – Michael Jensen and William Meckling, suggested that owner-managed firms performed better than firms with salaried managers, and that they did so because in the case of owner-managers the interests of capital and management were neatly aligned. They therefore proposed that managers should be made owners – given a share in the firm. Fourteen years later, as these ideas were entering the mainstream, they penned an influential Harvard Business Review article subtitled ‘It’s not how much you pay but how’, suggesting how this might be done: chief executives should be granted the option to buy shares at knockdown prices if certain targets were reached. ‘On average, corporate America pays its most important leaders like bureaucrats,’ they blustered.

The complaint about being paid ‘like a bureaucrat’ is not a gripe that executives are paid as badly as bureaucrats, for by 1990 chief executives were paid vastly more than public servants; it is that bureaucrats are paid irrespective of the performance of their organisation. Max Weber, the father of sociology, saw this security of tenure as crucial to the disinterested performance of bureaucratic responsibility, but it did not cut it for Jensen and Meckling. ‘Is it any wonder then,’ they continued, ‘that so many CEOs act like bureaucrats rather than the value-maximizing entrepreneurs companies need to enhance their standing in world markets?’ This was just what investment bankers, already committed to the maxim of “shareholder value’, needed to hear and the principle rushed into practice. [iii]

Agency theory provided the intellectual underpinning for a new class of super-chief executive, whose incentives are all too well aligned with those of their shareholding paymasters, committed to the ‘tough choices’ that will increase short-term earnings, often at the expense of long-term performance. Tough choices is a euphemism that too often means redundancies, squeezing suppliers and passing on uncertainty to outsiders; stock markets are the mechanisms through which these modern regimes of power are transmitted. Chief executives have become grossly overpaid, too, though without the compensatory effects that Jensen and Meckling promised when they lobbied so hard for a pay rise:

Are we arguing that CEOs are underpaid? If by this we mean “Would average levels of CEO pay be higher if the relation between pay and performance were stronger?” the answer is yes. More aggressive pay-for-performance systems (and a higher probability of dismissal for poor performance) would produce sharply lower compensation for less talented managers. Over time, these managers would be replaced by more able and more highly motivated executives who would, on average, perform better and earn higher levels of pay.’[iv]

I’ll read that again, missing out all but the crucial words:

Are CEOs underpaid? The answer is Yes. More able and more highly motivated executives would [assuming aggressive pay-for-performance systems] earn higher levels of pay.’

So there you have it.

But isn’t all this a means to an end – making more money for shareholders – that’s us – and thereby making the world a richer and better place? Don’t forget what I said before, though. It’s distribution that really matters. It turns out that not all shareholders are equal and future gains don’t get shared out equally. Take Silicon Valley’s ‘unicorns’ – startup firms worth over a billion dollars. Their extraordinary value comes not from profits but repeated rounds of financing at ever higher levels (again, I will explain this process later). If the everyday investor is only allowed in at a late stage, buying on the hype and paying accordingly, they will simply be funding the rewards already enjoyed by those already in the network who have been able to invest earlier on. It is an elaborate financial game of pass the parcel. At some point the music will stop and those left holding the parcel will unwrap it to find nothing inside, but by then the others will be long gone, their pockets stuffed with cash. Our contemporary economy is a chimera, a mirage, make believe. It’s a collective convention whereby everyone is better off if we agree that, yes, a loss-making online taxi-firm could be worth nearly a hundred billion dollars. A cynic might even see some kind of Ponzi scheme in the colossal valuations of the tech unicorns, and suspect that some entrepreneurs are more committed to capitalizing – cashing in – on a rhetorical strategy of global supremacy than actually squaring up to the Sisyphean labour of becoming the only taxi operator in the entire world.

Global finance is a con.

It’s not all bad news. There are green shoots of possibility emerging that may carry us into a better, fairer economy for the future. There is talk of ‘patient finance’ with connotations of fairness and long-term engagement. We see new market start-ups – there’s one near me in Scotland that’s talking about social impact and regional development, and I hope it comes to fruition. Perhaps I’ll be able to tell you more about it as this series progresses. Such moves seek to recover stock markets as mechanisms for social transformation, funding new ventures of all kinds. I think this is an endeavour worth pursuing.

In this podcast we’ll be working towards that goal, trying to imagine a finance fit for all. We need a new language to tell new stories of markets, to imagine designer markets that can offer us all kinds of future possibility, from radical technological innovation to new understandings of social organisation. We need markets that can facilitate growth, but growth of a kind fitted for the future.

And most of all, we need, as citizens, to really understand how finance works. We need to understand why markets have so much influence over politics and state. We should try and understand what those people sitting in skyscrapers in Canary Wharf or quiet offices in Mayfair actually do all day. We should think about the stuff that markets are made of: buildings, screens and wires. We need to understand the stories of markets; I’ve already sketched out some – the rights of shareholders and the laziness of bureaucratic managers and the myth of business as funded, even founded, on the efforts of finance – but there are others, about how finance is male, white and complicated, and out of bounds to the rest of us.

We could even think about prices. If prices contain information, as financial economists believe they do, how does it get there? Are some prices better than others? Why is it headline news if Apple’s share price goes down? What can we price, and when does it stop being okay to do so? As the philosopher Michael Sandel has asked, what can’t money buy?

So that’s where we are. In a society that’s broken, divided and unequal, financial markets are mechanisms absolutely at the root the trouble. But let’s hold onto them a little longer; let’s try and capture a little bit of that old, Enlightenment optimism about markets and their possibility. Maybe it’s misguided. Maybe we’ll discover that the best kind of market is no market at all. I don’t know. Let’s think of ourselves as twenty-first century financial engineers, examining this strange cyborg thing of people and wires and screens, stripping it down to figure out how it works and why it’s broken. Only when we have done that can we start to work out how to fix it.

That’s what this podcast is all about, working to build a finance that’s fit for purpose and fair for everyone.

I’m Philip Roscoe, and you’ve been listening to How to Build a Stock Exchange. If you’ve enjoyed this episode, please share! Tell your friends! If you’d like to get in touch and join the conversation, you can find me on Twitter @philip_roscoe or email me on philiproscoe@outlook.com. Details are on the website. Please join me next time when we explore how stock exchanges telescope time and space, and wonder how you’d build one if you didn’t have computers…

Notes

[i] Thomas Piketty, Capital in the Twenty-First Century (Harvard University Press, 2017).

[ii] Karen Ho, Liquidated (Durham: Duke University Press, 2009).

[iii] The original paper is MC Jensen and WH Meckling, “Theory of the Firm: Managerial Behaviour, Agency Costs, and Ownership Structure,” Journal of Financial Economics 3 (1976). The ideas reached a broader audience through MC Jensen and WH Meckling, ‘CEO Incentives—It’s Not How Much You Pay, But How,’ Harvard Business Review (1990 May-June). For an account of Wall Street’s preoccupation with shareholder value see Ho, Liquidated.

[iv] Again, from MC Jensen and WH Meckling, ‘CEO Incentives—It’s Not How Much You Pay, But How,’ Harvard Business Review (1990 May-June)