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Date of recording: December 21, 2023, The Savvy Street Show<\/em><\/p>\n Host: Roger Bissell. Guest: Vinay Kolhatkar.<\/p>\n \u00a0<\/em><\/p>\n Editor\u2019s Note: The\u00a0<\/em>Savvy Street Show\u2019s AI-generated transcripts are edited for removal of repetitions and pause terms, and for grammar and clarity. Explanatory references are added in parentheses. Material edits are advised to the reader\u00a0as edits [in square brackets].<\/strong><\/em><\/p>\n <\/p>\n For those who prefer video, click here<\/a>.<\/p>\n \u00a0<\/strong><\/p>\n Roger Bissell:<\/strong><\/p>\n If you want numbers and the alphabet, that\u2019s over on Sesame Street. But, here on Savvy Street<\/em>, we concentrate on insight and inspiration.<\/p>\n Welcome everyone to the Savvy Street Show<\/em> where we talk about ideas and issues that matter. And if you want numbers and the alphabet, that\u2019s over on Sesame Street. But, here on Savvy Street<\/em>, we concentrate on insight and inspiration. So, if that\u2019s what you\u2019re looking for, you came to the right place. My name is Roger Bissell, and I\u2019m again the host who will inundate our guest, Vinay Kolhatkar, with possibly unanswerable questions about the corporation.<\/p>\n We each made an error or two last time. So, before we get into the tall weeds, first Vinay, and then I will issue our corrections. So go ahead, Vinay, you are on.<\/p>\n <\/p>\n Vinay Kolhatkar:<\/strong><\/p>\n Hello to Roger, and a hello to all the viewers on this wonderful Thursday evening\u2014definitely our last session before Christmas on Monday. Well, I actually have three corrections. First is a minor one. I’d mentioned academics, Michael Jensen and William Meckling are their names, and I did call them Jensen and Meckling, but once I think I said Robert<\/em> Meckling, it’s William<\/em> Meckling. Now, secondly, I did point out that the market capitalization of Amazon was around 1.7 trillion, but I accidentally called it one of the top two in one spot, and what I meant was Apple and Microsoft [not Amazon and Microsoft].<\/p>\n Apple has crossed the three trillion-dollar mark in market capitalization. It’s somewhere just below now. And Microsoft is in number two place. Then I also made a slightly wrong comparison with GDP, [GDP of] Germany and Japan being $4 trillion each. And I said, well, the biggest corporations are comparable to some of the big nations around the world. And that point is still valid, but not nations as big and economies as big as Germany and Japan, because the GDP is like an annual production number. The market capitalization is a valuation number, typically 10-, 20-, even 30-times annual net earnings.<\/p>\n Those are my three corrections. I shouldn’t have compared GDP with market cap, but the larger point, that some large corporations are very large and comparable to certain economies or nations, is still valid. Over to Roger.<\/p>\n <\/p>\n Roger Bissell:<\/strong><\/p>\n Well, a trillion here and a trillion there, and pretty soon you’re talking about some real money, right? Vinay and I were talking about how government sometimes leans on corporations to do certain things. And I said, erroneously, that Murray Rothbard was arguing that corporations are given a special status by government, and that an economist named Robert Hessen countered his argument, but it turns out that they were both on the same side, making the same reply to other people just at different times. In the 1970s, the one who claimed that government gives special monopoly status to corporations was\u2026well, actually there were two people: Ralph Nader, who had a book in 1973 called Corporate Power in America<\/em>, and then three years later, Mark Green had a book called Taming the Giant Corporation<\/em>. Robert Hessen, who was associated in the 1950s with Murray Rothbard and, also for a longer period of time, with Ayn Rand, wrote a book in 1979 called In Defense of the Corporation<\/em>, and he answered Nader and Green’s argument.<\/p>\n Many years earlier in 1943, Walter Lippman made the same claim [as Nader] in his book, The Good Society<\/em>. He was answered in 1970 by Murray Rothbard in another excellent book, Power and Market<\/em>. Both these books are good books to have on your freedom bookshelf, and they’re not really very expensive. You might even be able to get a copy of Power and Market<\/em> from the Ludwig von Mises website. They do have quite a few free downloads, but in any case, check them out if you haven’t read them.<\/p>\n This fallacy never totally goes away, and we’re probably overdue for the next attack on the corporation. So, that’s why we talked about it last time, and we’re going to talk about it some more. And now to the actual questions we had planned to talk about. There’s another issue that’s raised about corporations, and it has to do with just what kind of thing is a corporation. Robert Hessen said the state does not create a corporation. It just recognizes it, but it already exists. So, it’s just an official legal recognition. If this is true, Vinay, then if it’s not a legal fiction, exactly what is a corporation prior to the state recognizing it?<\/strong><\/p>\n <\/p>\n Vinay Kolhatkar:<\/strong><\/p>\n That phrase \u201clegal fiction\u201d has proven to be a valuable phrase for leftists and Marxists who want to invade the corporation.<\/p>\n Thank you. I personally quite dislike that phrase \u201clegal fiction,\u201d and it has proven to be a valuable phrase for leftists and Marxists who want to invade the corporation. So, I want to go through an illustration. Let us say you and I, Roger and Vinay, want to contract with each other, and it’s a free-contracting world so we contract with each other. And each of us\u2026we’re going to put in $5,000 each, so $10,000, to create a publishing company that specializes in books of history, books such as Robert Hessen’s book. So far so good, we can do that. And then we say, well, but we need another $10,000, and we go around to various banks, and they say, well, we’ve never heard of you\u2026sorry, unless you’re going to give us some more collateral, we are not going to give you debt against what you’re claiming is just the collateral of books and IP that you have embedded etc. So, by contracting we are limiting the liability of our association. We have a bank account in a joint name, and let’s say we’re back in the g \u201970s. We have checkbooks and we’re writing checks. We could still do that, but [for] the cheque to be honored by the bank, it needs both our signatures. We are assuring investors that there will not be any fraud. We are assuming that our only customers are, let\u2019s say, two libraries and three bookshops in our little town, and we are assuring them that the book is, or the books are, what we said they would be. We\u2019ve authorized ourselves only to publish books on history and nothing else. Yes, limited editions of, and so ultimately, we find these other friendly bankers since we said our bankers are not willing to lend to us against that collateral alone. We find Walter Donway in New York. He says, oh yes, I’ll put in $5,000 as a loan. So, we\u2019ve got $10,000 plus five, he puts in five, we\u2019ve got $15,000; his $5,000 ranks ahead of us. And we have essentially replicated a limited liability corporation without the state getting involved, other than to say this is an economy where it’s free, it’s laissez faire<\/em>, and contracting rights are respected. Now, if you take that little mini-corporation and try to make it bigger and bigger, you can see that the contracts are going to get more and more complicated. If you have taxes due to the IRS, it says, no, we don\u2019t recognize this Roger and Vinay as anything, as a legal entity. We\u2019ll charge you separately for taxes. Okay. But we have three employees, and [say] it grows to 17 employees. Whose employees are they? And we have some arrangement that is spelled out contractually, that they are employees of both of us. We are not liable for more than what we put into this bank account and whatever you can get out of the sales of our inventory should we go bankrupt. So, you can see as that company gets larger and larger, if we have 10,000 shareholders and a million customers and 40,000 employees, something like an Amazon Limited, it will get unmanageable pretty much well before you reach that stage. So, what the state has said is that we are facilitating free contracting being between individuals; and by inserting a single entity, that contracting has become a lot easier. Even then, you will find when you open the annual report of a big company, and you go through it, at the back normally they list all their subsidiary and associate companies. Anything as large as Amazon, my guess is almost surely, at least the ones I’ve looked at, have 80-, 100-, 150 special-purpose companies and entities, all different legal entities. And you can imagine how complex that documentation gets anyway, but if we did not have that legal entity status, it is going to get virtually impossible. So, Hessen is right in that sense, that the state hasn’t created<\/em> the right of free association. It’s a natural<\/em> right of free association, and embedded in that corporation is the outcome, in my opinion, it’s the outcome of that free association right. So, it is a bunch of contracts that the standing legal entity has entered [into], and that bunch of contracts, is one unified whole that can be traded in its own right. It doesn’t have to be split apart, which gives it synergy<\/em>. That’s why we said, \u201csynergistic bundle of contracts that are alienable from its current owners.\u201d If it’s a listed company, you can just sell it. You might need the approval of the shareholders, but it isn’t tied to who the specific shareholders are. You define them as security holders as at a certain date, and then you can sell it. And when you sell it, it is a bit like [selling] a car. Let me take the analogy of a car. If you have a functioning car, you don’t strip it and disassemble it into four tires and four wheels and seats and all the rest of it and try to sell it that way. You may consider that if it is not a functioning car anymore, it’s been destroyed, and then you might get more out of the parts. Normally, the totality of a car is more than the sum of the individual parts. And it’s the same with a functioning company. The whole bundle of contracts represents everything it has, its assets, its liabilities, its employees. It’s better sold as a single unit. So, to answer the question, what we have is a free-contracting entity, it’s saleable as a unit, and it’s no different. It’s not like the state has created it. The state has merely created the right of free contracting, which is a natural right.<\/p>\n <\/p>\n Roger Bissel<\/strong>l:<\/p>\n Okay. I was going to follow up with a question about the family or the household, but instead, it came into my mind just as you were speaking in the last minute or two, in Atlas Shrugged<\/em>, the novel by Ayn Rand, Hank Rearden, who was an industrialist, was really getting into a lot of difficulty with the government. They had passed some laws or regulations that were going to require him to divest his [assets]. He had become so successful that in order to be able to work his steel mills in the most reliable, effective way, he bought a lot of resources like iron and copper and companies that would supply the raw materials that he needed. So, he was very horizontally integrated. I’m not sure if that’s the right term, but he had formed sort of a conglomerate of companies that all worked together in a synergistic way. So, you said that you can transfer ownership of a corporation as a whole, but sometimes I hear about corporations having to be broken up or deciding to break up. How much chaos and damage does that cause, or is it sometimes a really good thing to break up a corporation?<\/strong> Not for the government, but I mean just for the owners.<\/p>\n <\/p>\n Vinay Kolhatkar:<\/strong><\/p>\n Firstly, even the trouble that Hank Rearden gets into is because the government invades the right of free contracting. It doesn’t allow him to do what he wants to do. And what he wants to do is always subject to free market constraints. If he did have bankers or creditors, depending on the contract they signed, [they can] leave him because they said, no, we don’t want a broken-up entity, and so on. So, there are always negotiations that take place. When you break up a company, it can be beneficial sometimes, because the company, a conglomerate in particular, can get very large and unwieldy and unfocused because it’s doing too many things. It might be doing pharmaceuticals, it might be doing fertilizers, it might be doing childcare, and retailing food products. And the theory now is that investors are better off diversifying their risks themselves rather than it being done at the corporation level, because it’s pretty hard to get management at the very top level of the holding company that is an expert in everything.<\/p>\n There is another very clever entity that made the news in corporate finance for many years<\/a>.<\/p>\n