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January 22, 2002
Book Review: The Divine Right of Capital
by Susan Wennemyr
Marjorie Kelly argues persuasively for the creation of a new corporate structure, one that puts a
priority on those that create wealth, not on those that own the company.
SocialFunds.com --
If you have grown weary of platitude, if you enjoy economic history, and if you want to be current
on proposed corporate reform, read The Divine Right of Capital: Dethroning the Corporate Aristocracy, by Marjorie Kelly.
You will find in it fresh imagery for important ideas, pleasurable romps through Enlightenment
thought, and intriguing possibilities for stakeholder entitlement. Above all, you will find precise
clarifications of the elemental assumptions that are at the heart of corporate behavior. These
assumptions regard how CEOs are hired, how costs are calculated, how employees are regarded
vis-à-vis shareowners, and how fiduciary duty is defined.
 Ms. Kelly invites the reader to make the
mental leap that she has made - a move from congratulating isolated instances of corporate heroism
to demanding systemic change in the laws governing corporations in the United States. To do so,
she escorts her reader through the history of laws governing corporate conduct, arguing
persuasively that the American Revolution marked the triumph of economic democracy over arbitrary
privilege, a victory that was overturned by nineteenth century industrialists.
At the same
time, Ms. Kelly's style makes this prodigious volume altogether accessible. To read it is to feel
present in an Ivy League lecture hall at one moment, only to be transported to your best friend's
kitchen table the next. Never pretentious, Ms. Kelly's casual tone creates a feeling of safety -
safety to change one's mind.
Perhaps Ms. Kelly's single most impressive achievement is
her teasing out of wheat from chaff in existing economic ideologies. "Communist theory did
correctly identify property (wealth) as the source of the problem," she maintains, "but in seeking
to eliminate private property altogether, it eliminated incentive." By the same token, she
applauds the conservative defense of free markets and efficiency, but distinguishes free markets
from shareowner property rights so that she can lobby for employee ownership schemes on the basis
that "efficiency is best served when gains go to those who create the wealth."
Especially
enjoyable is the glimpse the reader gains of Ms. Kelly's active imagination at work. Some of her
recommendations for legal reform are old ideas in fresh garb, but some reveal creative genius at
play. A call to serious mischief-making in Chapter 12 is downright fun, as is a call to imagine a
world in which the treatment of labor and of capital are reversed, with stockowners negotiating
their dividends individually behind closed doors while wage figures are paraded across the nightly
news.
This book is certain to generate debate. Ms. Kelly devotes much of the first half
of the book to promoting a shift in accounting practices such that stockowner pay-offs would be
counted as a pre-profit cost.
If one grants Ms. Kelly's view that it is prejudicial to
count salaries as a cost to be minimized and stock returns as a vital sign to be maximized, one is
not sure why stocks remain at all in her utopia. If she is right that "infinite and increasing
flows of wealth for a onetime hit of money are artificial, aristocratic, and absurd," why would not
all corporate capitalization assume the form of bonds or bank loans? One can speculate as to her
reasons and hope that bonds and loans will be among the terms that appear in some subsequent work
by this first-rate thinker.
Marjorie Kelly has carefully crafted an exceedingly thoughtful
call for practical reforms in corporate structure. The core concepts she expounds will surely
appear in discussions about business ethics in the decade to come.
Buy this book at Amazon.com
The Divine Right of Capital: Dethroning the Corporate
Aristocracy, by Marjorie Kelly. Berrett-Koehler Publishers, 2001.
©
SRI World Group, Inc. All Rights Reserved.
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