Saturday, April 21, 2007

A Speculation Concerning Corporate Governance

From the reports I have read, the current wave in corporate-governance prosecutions is cracking down on self-dealing. In the future, though, it seems almost inevitable that asset sales will be looked at more closely. This potentiality, if actualized, will mean that assets are going to be sequestered as accounting units.

Thanks to intrapreneurship, and its associated bookkeeping, this sequestration is going to be more straightforward than it looks. Intracompany loans have been used for capital allocation, and a "bid market" for capital is not unknown either. Since there already is a legal framework for wholly-owned subsidiaries, though, the more practicable way would be to go the intracompany equity route.

Corporations can be set up cheaply, and there's no strict prohibition against someone being a board member or officer of more than one corporation. More to the point, there is no obligation that a corporation have a chief executive officer; the head of one of those sub-corporations can be identified with a plain "general manager" title. Since any such subcorporation would be wholly owned by the parent, there would be no need to hold up the pretense of a CEO for it. The same goes for COO, CFO, CIO, CLO, Chief Purchasing Officer, CCO, CAO [not to be confused with Chief Administrative Officer] CNO, CDO, CTO, or any other chiefships that may come along in the future. All that's required is a head, a minimal board of directors, a treasurer and a corporate secretary. In addition, books are relatively easy to keep nowadays, and bookkeeping services can be provided by the parent corporation for a fee.

Of course, if the laws of incorporation are changed to require the appointment of a specified CEO to one, you know what's going to happen. The CEOship of a public company that avails itself of this technique is going to have a full job title something like:

We, ------ by the grace of God, Emperor and Autocrat of all the Russias, of Moscow, Kiev, Vladimir, Novgorod, Tsar of Kazan, Tsar of Astrakhan, Tsar of Poland, Tsar of Siberia, Tsar of Tauric Chersonesos, Tsar of Georgia, Lord of Pskov, and Grand Duke of Smolensk, Lithuania, Volhynia, Podolia, and Finland, Prince of Estonia, Livonia, Courland and Semigalia, Samogitia, BiaƂystok, Karelia, Tver, Yugra, Perm, Vyatka, Bulgaria, and other territories; Lord and Grand Duke of Nizhni Novgorod, Ruler of Chernigov, Ryazan, Polotsk, Rostov, Yaroslavl, Beloozero, Udoria, Obdoria, Kondia, Vitebsk, Mstislavl, and all northern territories; Ruler of Iveria, Kartalinia, and the Kabardinian lands and Armenian territories - hereditary Ruler and Lord of the Circassians and Mountain Princes and others; Lord of Turkestan, Heir of Norway, Duke of Schleswig-Holstein, Stormarn, Dithmarschen, Oldenburg, and so forth, and so forth, and so forth."


Just imagine this translated into a corporate officer's title! [It's from Wikipedia.]

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