Guest Post: Why Corporations Matter, Part 1
Submitted by Gonzalo Lira
Why Corporations Matter, Part I
The Antikythera clockwork was a mechanical device, made of bronze and iron gears, that was manufactured by the ancient Greeks in the second century B.C. It was lost in a shipwreck around 150 B.C., and recovered from the bottom of the Mediterranean in 1900. But it was only in the last couple of decades, with the help of sophisticated imaging equipment, that scientists have realized what the rusted hunk of metal actually is:
The Antikythera clockwork is a computer. And a very sophisticated and exact one at that.
It was used to predict eclipses and other astronomical events. Because of its complexity and design sophistication, it probably wasn’t a one-off: The Antikythera clockwork was likely the culmination of at least a few decades’ worth of development by the ancient Greeks—which means that whoever made the Antikythera clockwork had the knowledge to make other, exceedingly useful devices, including clocks and calculators, with a myriad of practical applications.
Nevertheless, the technology that made the Antikythera clockwork possible was lost—it was only in the XIII century that mechanical clockworks were developed in Europe once again. Something to compare to the Antikythera clockwork in complexity, sophistication, compactness and accuracy did not come to be until roughly the XVI or XVII century, depending on your metrics—1,700 years after the ship carrying the Antikythera clockwork went down.
Why was the technology lost?
Actually, that’s the wrong question: Vital bits of knowledge and technology have been getting lost all the time, ever since human beings figured out how to make their own food.
The real question is, Why has technology been preserved and accumulated so effectively over the last four centuries of our current civilization? Why now, and not before?
Think about it: Human beings developed agriculture roughly 10,000 years ago, which created the possibility of settlements and therefore a civilization. Yet every civilization has risen, plateaued, and then fallen, and ultimately their technology and culture have been for the most part lost. Even exceedingly practical bits of knowledge have disappeared, not to mention great art and literature.
The Antikythera clockwork is just one of countless examples, large and small, of lost technology and culture. The development—and just as importantly the maintenance—of technology and culture have been literally Sisyphean tasks. Ziggurats were built in Mesopotamia some 7,000 years ago—then all that knowledge that went into their construction was lost. A thousand years later, ancient Egyptian engineers had to start from scratch when they decided to build their pyramids—then their insights and expertise were lost too, by the time the French got around to building that canker sore in front of the Louvre.
The fact that technology and culture have been constantly lost hasn’t meant that there haven’t been efforts to preserve them. On the contrary, there have been constant efforts. Libraries have been built to preserve art and literature—but then they burned. Guilds have been created to protect crafts and sciences—but then they fell apart.
In fact, when you look at it from this perspective of knowledge preservation, since A.D. 387, the Catholic Church is the only institution which has systematically preserved knowledge across borders and time—but that preservation was of necessity piecemeal; static; and excluded any bit of technology, culture or knowledge that contradicted the Church’s teachings. That’s why, for instance, so many of the racier plays of Sophocles were lost.
That’s also why pure science didn’t progress very much, between A.D. 387 and A.D. 1602. Apart from technology related to warfare, trade and other practical affairs, the Church was a stopper on pure scientific development. Just ask Galileo.
Nevertheless, our current civilization owes a tremendous debt to the Catholic Church. Were it not for the Church, after the fall of Rome, Europe would have descended even further into barbarism than it did. Without the Church, nothing of the Greek and Roman civilisations would have been preserved. But the Church’s cosmopolitanism, coupled with its monasticism, created an archipelago of knowledge across a uniformly ignorant Europe between A.D. 387 (the Gauls’ sacking of Rome) and A.D. 1317 (the likely publication date of Dante’s Inferno), when the Renaissance began.
However, it’s with the Enlightenment starting in 1602 that, suddenly, we have had a geometric progression of technological development: Technology building on technology slowly at first, but then accelerating in a smooth, uninterrupted curve. Indeed, the very idea of “progress”, so reflexively familiar to us today, so never-ending in our imagination, didn’t even exist until the Enlightenment.
This notion of open-ended, never-ending progress has only been possible because there has not been significant loss of technology since the start of the Enlightenment.
People might object and say that technology was lost before the Enlightenment because there was war, disease and famine—but there’s been plenty of war, disease and famine since the start of the Enlightenment. Yet we’ve somehow managed to hang on to our progress.
The question is, Why? Why has there not been a substantial loss of technology and culture over the last 400 years? It’s happened in every other period of history, in every other culture in history—except in Europe, starting about 400 years ago, and spreading out of Europe to eventually encompass the world.
I’ve been bitching about corporations as of late—I’ve been bemoaning the current era of corporate anarchy and “street-gang corporatism” that seems to have enveloped our society. I’ve been openly wondering whether the United States is descending into a fascist police-state ruled by corporate interests.
But that doesn’t mean I think corporations are the root of all evil. Quite the contrary:
I posit that the invention of the corporation made the progress of our civilization—and the explosion of humanity’s numbers—possible. I would argue that without corporations, the Enlightenment would not have happened, and the civilization we currently enjoy would not have come into existence. I would further argue that, without the concept and practice of the corporation, today we would be living the bad bits of the Middle Ages.
(And you thought I was a tree-hugging, Birkenstock-wearing foo-foo Alterna-geek loser who ends every statement with an interrogative: “It’s 50 degrees Celsius in the shade? So I think it’s hot? But I’m not really sure? It’s just my opinion?”)
Though I think the idea of the corporation was a necessary condition for the development of our civilization, it wasn’t a sufficient condition. In other epochs and cultures, versions of what we could consider corporations have existed—but those civilizations weren’t able to parlay their versions of corporation into what Europeans and the West did: Corporations as a knowledge and technology preserver and aggregator.
Before continuing, let me define what I mean by “corporation”:
I am not referring to mere “companies”—that is, partnerships or syndicates of merchants or adventurers who band together to pursue a common enterprise, an enterprise which they lack the means to pursue individually. Partnerships have existed since forever, syndicates since the Roman times (if not earlier). Chartered companies began roughly in the mid-XVI C. in England and Holland, though of course there were random examples in isolated spots in the centuries before that.
But corporations began in 1602, with the Dutch East India Company (Vereenigde Oost-Indische Compagnie, or VOC; literally “United East India Company”). The VOC was established in 1602, as a competitor to the British East India Company, which had been chartered in 1600. Both companies were spice trading syndicates which had received government monopolies to trade in the Far East.
The Dutch East India Company, however, is the first true corporation because of two key difference from its British counterpart: One, the VOC was the first limited-liability corporation; that is, its financial exposure was limited to the capital contributed to the company, and no more. And two, the VOC was the first company where the participanten (non-managing partners) could sell their participation in the company by way of their anonymous stock. The Amsterdam stock exchange—the first and oldest in the world—was founded specifically so as to trade in those VOC stock.
VOC’s organisational model became the template for all future corporations—and to my way of thinking, this development was the starting date of the Enlightenment, and a turning point in world history.
(Parenthetically, when I speak of “corporations”, I am not referring to giant multi-nationals exclusively, or even implicitly. I’m simply referring to any company whose owners have a limited liability, and whose stock can be traded. In my own mind, I’m imagining a small glass factory which employs about a hundred people, whose penny-stock is publicly traded. Furthermore, when I speak of “company”, I’m referring to any organization of more than one individual, coming together in pursuit of a business or other venture; by this definition, a corporation, a syndicate and a partnership are each a different type of company.)
Cynics view corporations as money-making machines. But that’s just stupid. Corporations—of whatever size—should be viewed as two things: One, productivity engines, designed to produce a specific good or service, while disregarding anything and everything else, so as to satisfy a demand in the society. And two, as repositories of assets, both tangible and intangible.
It’s the second issue which interests me right now: Corporations as repositories of assets.
Before the VOC, commercial enterprises depended on particular people—the cobbler’s business depended on the cobbler himself, and his actual work, and the work of the apprentice cobblers he might have working for him. A partnership depended on specific people working together for a common goal. If one of those people left or died, the partnership was dissolved, or at least had to be severely restructured.
It was quite normal, before the VOC and corporations, for a business to rise, plateau, then decline, and then ultimately vanish—along with all of the business’s accumulated expertise. That is, presumably, what happened to the makers of the Antikythera clockwork. Ambitious men have been forever trying to get their sons to follow the family business they spent so much time, effort and tears nurturing and growing—only to have their hopes dashed when their sons turned out to be uninterested, or even worse, incompetent.
But starting with the Dutch East India Company’s stock, people could take an active interest in a company for a limited time, before passing on the ownership of the corporation to someone else by way of the sale of stock.
Who would take over the corporate entity? Obvious: Someone who was interested in building it up.
People are not single-minded. People like to talk, hang out, fuck, laugh, play, read a book, etc. But corporations are productivity engines. They are supposed to do one thing: Carry out the business of the corporation.
When people are interested in the business of a corporation, they participate in it via stock ownership. The corporation’s interests and the stock owner’s interests align, and both benefit. When the stock owner’s interest flags for whatever reason, they can sell off their ownership in the corporation to someone else.
Thus the corporation and the owners are meeting each other at the moment when they are of most use to one another. And when the owner leaves the business (ie., sells his stock shares), it’s not just that the owner is “cashing out” when he’s no longer interested in the business: It’s that the corporation is continuing on with a new and interested owner, who will use his best efforts to maximise the business of the corporation.
The benefit of the stock sale is not only to the stockholder, but also to the corporation. Because the corporation is leaving behind an uninterested owner, and continuing on with a new stockholder—a new owner—catching this individual at the peak of his interest in the business of the corporation.
A good way to think of this is, the founder of a corporation is like a man who builds a cart, out of scrap metal and wooden planks. He pulls the cart forward, loading it up with whatever he finds along the way, constantly improving his cart, until he reaches a point where he is either too old or too exhausted or simply too uninterested to continue pulling the cart—so he sells it to someone else.
This new owner also improves the cart—she puts new wheels on it, maybe she installs an engine so she can drive it instead of pull it, and so on. Maybe she comes up with ideas to improve the cart that the previous owner could never have imagined—say she replaces the wheels with rockets, and attaches wings to the cart. But then finally, she too is no longer interested in riding the cart—so she sells it on to someone else.
The successive owners have benefitted from the cart—they’ve sold it at a profit to each new owner. But then, the cart itself has also benefited from each sale. Every new owner has improved the cart in some way or another. And human ingenuity being what it is, these improvements have often been in radically unexpected ways. Since the cart—the corporation—is in a practical sense immortal, in theory it can be improved upon infinitely, as it is passed along from owner to owner.
Unlike a pre-modern partnership or any other sort of company lacking in a simple ownership transfer mechanism, a corporation is never dissolved or wound down when an owner decides to exit the property: Rather, the corporation is merely passed from owner to owner by way of its stock sale.
Some owners might decide to break off productive units of a corporation and sell them off—maybe the corporation is a conglomerate, and the new owners decide to break it apart until there’s nothing left. The conglomerate itself might disappear completely—but those productive units that made it up live on with new owners. Gulf + Western would be an example.
A corporation might even go bankrupt—in fact many small corporations do. But if the corporation is of a size where its productive units are individually viable—say one of its factories that produces doo-dads is still a money-making venture—then the corporation’s owners’ stock will be wiped out in a bankruptcy, but the corporation’s productive units will be sold off to pay its creditors. Those productive units will continue to exist through time, with new owners who will improve them.
So then what are these “productive units” that I’m speaking of? The productive units are what carry out the business of the corporation—but that’s no help at all. Let me rephrase the question: What does a productive unit have that makes it worth keeping, as opposed to dismantling it into its component parts—tools, trucks, desks, chairs, etc.—in a bankruptcy? To rephrase again: What is the thing that holds all the assets of a company together, and makes it worth more whole than dissolved?
Or to rephrase yet again: What is the soul of a company?
An apocryphal story: Sir Walter Raleigh bet Queen Elizabeth that he could measure the weight of smoke from a cigar—a seemingly impossible feat. He took a fresh cigar, carefully weighed it, then smoked it, making sure to tap all his ash on the scale. When the cigar was consumed, he weighed the ash and the remains of the cigar—the difference between that weight and the weight of the fresh cigar was, he claimed, the weight of smoke. He was right, too. Just because you can’t catch it, doesn’t mean it’s weightless, or immaterial, or nonexistent.
I said before that a company is a repository of assets, both tangible and intangible. The concept of tangible assets is pretty obvious and straightforward. The company accumulates and owns buildings, trucks, chairs, desks, tools, paperclips, whathaveyou. Those things are the tangible assets of any company.
The intangible assets, however, are trickier. On the one hand, there are monetizable intangible assets, such as patents and copyrights, or specific permits or warrants, and of course professional services. There are also stocks and bonds and other financial assets. These are all intangible assets which can be bought or sold or hired; hence they are monetizable.
But then there is another intangible asset which cannot be quantified or monetized, yet which undoubtably exists, and has real value—like Raleigh’s smoke. This non-monetizable, intangible asset is accumulated through the ordinary activities of the company, and is essential to the company’s existence through time. It is the way in which the component elements of a company are arranged between one another—the way in which tangible and intangible assets are arranged and interact. This seemingly weightless smoke—which is essential—I will call the structural asset of the company.
The structural asset of the company refers to the way that the company is internally organized, in order to pursue its business and satisfy the demand by society for its products. It is the thing that makes a company worth more than the sum of all its tangible and intangible assets.
To make this concept clear: A human body is made up of 43 kg of oxygen, 16 kg of carbon, 7 kg of hydrogen, 2.8 kg of nitrogen, 1 kg of calcium, 780 g of phosphorus, and about a kilo of various other elements. If I gather these elements together, and then dump them all in a tub, do I wind up with a 70 kg person? I should, shouldn’t I? After all, those elements I just mentioned are what make up a human being’s body, in those amounts that I just listed. If I gather them in a tub, and mix them up, a fully formed person ought to pop out, shake my hand, and join me for lunch at the restaurant down the street—right?
Of course not—what’s lacking here is the structure of the body: The way those elements are arranged internally. I can have all the elements that make up a human body—but not have a human body.
Similarly with a company: The machine tools, the trucks, the patents, the services of various workers, the copyrights, the paperclips—those are the component elements that make up a company. But they are not the company. What they need is the structural asset of the company, to arrange those component elements into a viable business.
It cannot be monetized or measured, and it cannot be transferred—it is inherent to the company. The structural asset of a company is constantly being accumulated and expanded through the business activity of the company. It is the thing whose decay leads to the entropy of the company. It is the thing which makes the company worth more than its constituent assets.
The structural asset of a company makes it possible to replace one tangible or intangible asset for another, without losing the company’s identity. That is, it allows a company to swap an old machine on the factory floor for a new one, a new worker for a worker who has left, and still remain what it was. Just as, say, a lung transplant for John does not mean that John ceases to be John and is now Frank, the structural asset allows a company to change machinery and people and locations and even businesses, while maintaining its identity through time.
The structural asset of a company is the mechanism that allows it to accumulate knowledge.
But up until 1602, companies whose owners died or lost interest were dissolved or wound down—thus was the structural asset of a company lost. Which meant that the accumulated knowledge was lost too. That’s why the technology behind the Antikythera clockwork was lost for 1700 years—since there was no mechanism to pass on the accumulated knowledge inherent in the structural asset of their company, once the owners lost interest in the business or died, all the accumulated technologies they had developed were lost.
However, I argue that with the founding of the Dutch East India Company in 1602, such loss of technology stopped happening. Owners who lost interest in the business for whatever reason could sell their stock in the corporation—and thus the corporation lived on, continuing to preserve and accumulate knowledge through time with other, more interested owners. Thus was technological development out of Europe a geometric progression.
This also explains why other cultures and empires, more civilized and advanced than Europe in 1602, were left in the dust a mere two hundred years later, and have been struggling to catch up to the West ever since. Think Japan, China, and the Ottoman Empire in 1602: Far superior to Europe, one and all. Now think Japan, China, the Ottoman Empire in 1850: Far behind Europe technologically, struggling to compete, and only able to once they had imported the concept of the corporation.
Had the Greek manufacturer of the Antikythera clockwork been a corporation instead of (likely) a tradesman with a few apprentices, the technology of the Antikythera clockwork would not have been lost. In fact, that technology would have been built upon as subsequent owners of the Antikythera Clockworks Corporation would have added and expanded its business, before selling on their stock in the corporation to some other owners, who would themselves have improved the corporation.
That did not happen—because corporations did not exist. There was no efficient ownership transfer mechanism which would maximise the benefit for both the seller of the company, and for the company itself. But once corporations came into existence in 1602 in Europe, we have had the smooth uninterrupted material progress I spoke of earlier, and which we enjoy today.
This is why corporations matter. This is why they are an essential part of our current civilization—above any religion, second only to the individual and the state.
In fact, the relationship between that triumvirate is the main issue in our current society—how corporations, individuals and the state can and should interact.
But that’s for another post.