The Speculation Economy: How Finance Triumphed Over Industry [Hardcover]

Lawrence E Mitchell (Author)

Book Description

Publication Date: October 1, 2007

American businesses today are obsessed with the price of their stock, and no wonder. The consequences of even a modest decrease can be so dire that some executives would rather damage their corporation's long-term health than allow quarterly returns to fall below projections. But how did this situation come about? When did the stock market become the driver of the American economy? Lawrence E. Mitchell identifies the moment in American history when finance triumphed over industry. He shows how the birth of the giant modern corporation spurred the rise of the stock market and how, by the dawn of the 1920s, the stock market left behind its business origins to become the very reason for the creation of business itself.

Editorial Reviews

Review

A fascinating account of the early 20th century emergence of a stock-market-oriented economy. -- BusinessWeek, December 3, 2007

From the Back Cover

"Mitchell highlights two of the most pivotal events in our history of modern finance: the rise of Wall Street and investment banking as a key factor in American capitalism and the federal government's response to the ever more complex role of finance capitalism. Mitchell's writing is graceful, comprehensive, and persuasive that as significant as the story of trusts and the trustbusters has been, the rise of finance capitalism and ultimately its federal coordination through such agencies as the Federal Reserve System and the Securities and Exchange Commission may be even more important."
-Joel Seligman, President, University of Rochester and author, the Transformation of Wall Street.

"Lawrence Mitchell's new work is full of fresh insight about the rise of what he calls `American corporate capitalism.' Anyone interested in the development of our modern financial markets will be richly rewarded by a careful reading."
-Harvey J. Goldschmid, Dwight Professor of Law, Columbia University, former Member, United States Securities and Exchange Commission

"Professor Mitchell's provocative thesis is that the development of the modern American public corporation was not an organic process but rather occurred almost overnight at an identifiable point in time and as a result of identifiable political and economic forces. This important new work helps us understand the forces that continue to shape the dominant form of economic actor of our time."
-Stephen M. Bainbridge, William D. Warren Professor of Law, UCLA School of Law

"An impressive work of legal, economic and historical scholarship that will enrich today's debate over corporate accountability and regulatory policy."
-Charlie Cray, director of the Center for Corporate Policy and co-author of The People's Business: Controlling Corporations and Restoring Democracy

See all Editorial Reviews

Product Details

• Hardcover: 355 pages
• Publisher: Berrett-Koehler Publishers (October 1, 2007)
• Language: English
• ISBN-10: 1576754006
• ISBN-13: 978-1576754009
• Product Dimensions: 9.4 x 6.5 x 1.4 inches
• Shipping Weight: 1.6 pounds (View shipping rates and policies)
• Average Customer Review: 4.8 out of 5 stars  See all reviews (13 customer reviews)
• Amazon Best Sellers Rank: #1,282,880 in Books (See Top 100 in Books)

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14 of 14 people found the following review helpful:

5.0 out of 5 stars "Overcapitalization" Still a problem?, December 11, 2007

By 

T. Mitchell "Attorney at Law" - See all my reviews
(REAL NAME)   

This review is from: The Speculation Economy: How Finance Triumphed Over Industry (Hardcover)

As anyone who has the slightest interest in finance has noticed (and the boosters of the "Ownership Society" keep touting that most Americans are now stockholders) fiascoes like Enron and WorldCom have shown that many of today's corporate finance schemes are often just a house of cards. Mitchell's The Speculation Economy demonstrates that this is nothing new and the corporate prototypes for Enron and WorldCom became firmly established by the end of the Wilson Administration. The discretionary valuation models employed by the likes of Skilling and Lay at Enron and Ebbers at WorldCom were first dreamed up by fellows like "Sunshine Charley" Mitchell who was hired by the ancestor corporation of CitiGroup to set up its bond-selling operation in 1916. In those days before Glass-Steagall banks nevertheless had to be circumspect about selling securities, but they got around the restrictions by selling their stock printed on certificates with the stock of their investment companies printed on the reverse side. Neat, huh? This is only one of the many early schemes used by banks and investment promoters to turn the American economy from one of producers into one of financiers chasing deals. Indeed, Mitchell shows us a heritage in which the "Ownership Society" has a long pedigree.

Mitchell traces how it all started with New Jersey's need to pay off Civil War debt and the needs of business to find ways to combine industries for economies-of-scale and to control destructive competition. While reformers were focused on the harm caused to consumers by combinations that set prices--the anti-trust issue--business moved the competition of the market from production to Wall Street. Mitchell shows how the anti-trust battles and the investigations into corporate schemes actually helped sell the stock the promoters were pushing. It is a story that has not been told well because most history books focus on the "current events" approach that look at the newspaper accounts and give a face-value look back, or look back with hindsight. Mitchell looks at the events from the standpoint of a law professor of corporate finance who analyzes the transactions and the legal changes that molded the times. What is striking is how much the history comes alive in comparison with today's events.

In the interest of full disclosure, I must explain that I am one of Professor Mitchell's guinea pigs from his first corporate law class after he left Wall Street, and note that he is not related to me, nor am I or is he related to Sunshine Charley, though we all share a very common last name. The fact that I am one of Professor Mitchell's students does not make me biased. On the contrary, it gives me a special perspective on his insight because when he left Wall Street to teach corporate law, we were all very excited about the prospects awaiting us in those heady days of junk bond frenzy. The law firms were crawling all over campus seeking canon fodder for deals to help push the mountains of paper needed to justify the fees they were raking in. Professor Mitchell cautioned us and showed us in our Corporate Finance class how the valuations in those deals were skewed using the financing schemes of the day.

He has demonstrated in The Speculation Economy how the valuations of the nascent finance economy were just as skewed right from the beginning. Through the lens of history, Mitchell lets the reader see how the allocation of capital model we have today began not as a beneficent tool, but more as a promoter's pitch. Instead of the market being a great engine of efficiency, we see the other side, the 76 trombones of Professor Hill's Big Parade in which the instruments serve no purpose to anybody, but it's alright as long as everybody keeps playing. In the same way, the speculators who created the finance economy started a game of musical chairs by which capital is allocated. As long as the music keeps playing, everything is fine; the Big Parade keeps going round and round. It is only when the music stops that some get a chair and some are left out, but that is what capital allocation is all about, right? Somebody needs to lose once in a while for the system to work. When it all started back in the 1890s, people were not as sanguine about being left out, with no place to sit, and no money when the music stops for a moment as they are today. Back then, they had "panics." Today, we have "corrections" and "profit taking" because there are so many people and so much money in the market that it can absorb big fluctuations. Mitchell sets out in detail how the promoters used the legal system to change people's attitudes about the Big Parade and got them singing from the Music Man songbook.

One thing that stood out for me was the concern that people had as corporations grew and combined businesses using inflated stock schemes that resulted in "overcapitalization," which was the buzz word of the day in congressional hearings about trusts and the harm they posed to the country. Today, we look forward to overcapitalization in our assets; we expect it. We call it leverage. When shopping for a condo in a resort the salesman will tell you about the great "leverage" the condo produces. Upon deeper examination, what he means is that the condo does not provide enough rent to pay the note, but as an investment, the loss is a tax deduction, and the appreciation in price you will reap upon resale is great "leverage" on the note. That is great leverage as long as everyone agrees to keep playing the instruments, buying the paper, and going along with upwardly spiraling appraisals. Someone once said success has many parents, but failure is an orphan. Now, those condos are having a hard time finding buyers and the prices are crashing. They were "overcapitalized" to use the phraseology of the early twentieth century.

Another factor about an overcapitalized economy is the so-called "wealth effect" of people whose assets keep going up in value. They have no more money in the bank, but on paper they look wealthier and have more "leverage." They can borrow more. On what can they borrow? They can borrow more money from the bank because the bank is loaning more money on appraisals it was approving for the whole neighborhood. Everybody was getting wealthier on the appraisals, but the music had to reach a crescendo. People starting buying houses as a business: "flip this house." Everybody was doing it and a lot of money was changing hands, but was it real money, or was it "overcapitalization?"

What individuals were doing on an individual scale with houses and their local banks in the last decade is the same thing banks and corporations with investment companies were doing to form so-called "trusts" at the turn of the twentieth century. They created an enormous wealth effect that still operates today. Mitchell explains how it all got started and the legal levers that had to be pulled to make it happen. The law went through major changes to create the finance economy. It had to be liberated from valuation models of the past. Business needed discretion to set the value of its assets. Mitchell's history demonstrates that law determines value and value is the ultimate measure of wealth, not cash. To borrow George Goodman's phrase, the Speculation Economy laid the foundation for Supermoney, value that was worth more than cash. Mitchell's narrative lays out how the liberation of the law made it possible for stock to be used as an uber currency to buy companies. History shows how corporate finance developed into a wealth industry that was superimposed onto the extractive, agricultural, and manufacturing industries that produce the goods of life. Finance took over the levers of life.

The lesson of the last few years, as Enron leveraged derivative contracts on top of derivative contracts and then bankers freed from Glass-Steagall restrictions took finance to new heights by leveraging as many American Dreams as possible into securities, trying to turn home mortgages into the right to print money, is that discretionary valuation models can get out of hand. Maybe, greed is not so good. The Speculation Economy shows through historical and legal analysis -"Just the facts M'am"--how it got out of hand in the formative years of the new finance economy. Mitchell does not go any farther than that. He lets the facts speak for themselves. He leaves it for the reader to decide and to search for more information about what happened after 1919. How did the groundwork laid by Sunshine Charley and others lead to the Crash of '29? Did it lead to the Crash? Were the valuations in the 1920s skewed, or was it just the brilliance of opening up a new world of valuation? Was the problem that the financiers were way ahead of the rest of society and it has taken all this time for everyone else to catch up, or is it all just a house of cards waiting for a stiff breeze of reality to blow it down? Is Enron just an example of "creative destruction?" What should be done about the mortgage crisis? How should the asset-backed securities be marked down? What about Fannie Mae? How deep is this mess and will it affect the global economy? How can all of these mortgage-based investment securities that were bundled and then traded around the world be unwound, discounted, re-valued, or whatever as the local legal systems deal with the individual debt scattered all over the United States in thousands of cities and counties? Hey, maybe it's not that big a deal? Maybe the market is big enough, global enough to absorb anything and just keep on growing?

Mitchell does not go into any of these forward-looking questions. His book is a fascinating expose' of how the finance economy came to be. It is the starting point for any discussion of all the other questions about... Read more ›

13 of 13 people found the following review helpful:

5.0 out of 5 stars What went wrong?, November 26, 2007

By 

James Mcritchie "Publisher" (Elk Grove, CA USA) - See all my reviews
(VINE VOICE)    (REAL NAME)   

This review is from: The Speculation Economy: How Finance Triumphed Over Industry (Hardcover)

Lawrence Mitchell provides an excellent chronicle of the events between 1897 and 1919 when our corporate landscape shifted from independent factories, controlled by entrepreneurs, to one driven by financiers, promoters, and business managers focused on stock price.

He breaks the history of this important shift into three rough phases:

(1) Antitrust reform proposals and the federal incorporation movement tried to compel corporate disclosure of financial information to reveal the true value of corporate capitalizations. The merger wave of 1897-1903 brought middle-class Americans to the market.

(2) Antispeculation drove efforts to maintain the safety of banks and the national economy. 1903-1914 saw steadily increasing investments in common stock, as well as bonds and high quality industrials/railroads by a growing middle class.

(3) Consumer protection treats investors like consumers, seeking to provide information to individual investors so they can make self-reliant, informed investment decisions. Common stock overtakes bonds as the investment of choice in the 1920s.

The stock market took the place of our fabled frontier for the middle class, which hopes to strike it rich by speculating on stock. Financiers profit, whether industrial profits are high or nonexistent.

In the past, the typical stockowner "gave at least as much attention to the asset value behind the shares as he did to their earnings records," according to Graham and Dodd. Now buyers care more about price trends, reputations and rumors. '

Regulation, as it evolved, is of little use to the actual shareowner because it is focused on the disclosure of the terms sale, rather then the details of governance... due diligence in purchase, not in ongoing operations. The result is less of an emphasis by investors on fundamental value and more of an emphasis on expectations that are built upon the expectations of others... behavioral economics and the tea leaf reading of "technical analysts."

"The natural response is for management to do what it has to do in order to meet the market's expectations, no matter how unrealistic those expectations may be." CEOs face "irresistible incentives to maximize stock prices at almost any cost to the corporation's long-term health."

The strength of our economy, the health of our people and planet, may depend on our ability to take a longer-term multigenerational assessment of our welfare. Corporate governance is no longer a private atomistic matter. Mitchell's contribution to our understanding of how and why we took this deadly path may help us find a better route to a more sustainable future.

6 of 6 people found the following review helpful:

5.0 out of 5 stars Terrific and Timely, November 30, 2007

By 

Prof (Boston, MA) - See all my reviews

This review is from: The Speculation Economy: How Finance Triumphed Over Industry (Hardcover)

Mitchell's book is an excellent exploration of the evolution of the corporation, and even though it is historical in nature, the book offers important insights for our own era's obsession with stock prices and short-term gains. In this meticulously researched book, Mitchell details the origins and evolution of finance, and the way in which making money through speculation came to displace making things as a corporate priority. The book is a tour de force, expertly written and researched, filled with nuggets of thoughtful information, and will be of interest not just to those steeped in business history but also those interested in regulation, markets, and the development of the business corporation. This book is also so timely given the excesses of Enron, WorldCom, and now the mortgage markets and may help us understand the many downsides of a speculative economy.