The Corporate Paradox


 Chimeric Corporations

This week, Danny Alexander has announced that the UK government will not allow companies that have proposed tax schemes that have been found to be unlawful to bid for government contracts.

The G20 announces that governments across the world will work together to ensure that companies pay the proper rate of tax in the countries in which they do business.

Why now, after over 500 years of the joint stock / limited liability company are governments beginning to attack the privileges of the multinational – companies that operate across borders but ask us to believe that what they do is for our good as consumers and for the good of their shareholders?

Paradox: any person, thing, or situation exhibiting an apparently contradictory nature.”

Company: “An entity, usually a business, created by a legislative act or by individuals who have agreed upon and filed articles of incorporation with the state government. Ownership in the corporation is typically represented by shares of stock. Furthermore, a corporation is legally recognized as an artificial person whose existence is separate and distinct from that of its shareholders who are not personally responsible for the corporation’s acts and debts. As an artificial person, a corporation has the power to acquire, own, and convey property, to sue and be sued, and such other powers of a natural person that the law may confer upon it.”

(www.yourdictionary.com)

Worldwide, the campaign to properly tax companies hots up. 500 years after the Dutch East India Company issued shares (and joint stock companies can be said to have been formed well before that date), the part that companies play in society is still not resolved or even understood by most. Many argue that companies should not even be seen as independent entities for tax purposes but, rather, we should see the people behind them (shareholders and staff, mainly) as due for tax on receipts from companies.

That argument treats society as a game – where the simulated rules can be played out on a computer (a bit like econometricians think of economics). It is not credible in reality as businesses make decisions as businesses and act as independent entities as complex adaptive systems within the overall societal environment. Those calling for zero tax for companies ignore the fact that the biggest fund providers to politicians are businesses and business coalitions. Business (through companies) may well be the main instigators of economic progress in a market-oriented world. We now believe that the market (the nearest equivalent in economics to biological evolution) works better than the alternatives. Companies, which are provided with risk limitations through joint-stock ownership, are central to the market.

But….Is the Company Real?

Well, companies can be defined as a collection of people joined together for a business enterprise. Under laws such as the 2006 Companies Act in the UK, companies of various types are given legal definition in their own right. They have privileges and obligations under the law – even though directors of companies may also have individual responsibilities should the company not perform within the law.

The paradox is that companies are (in law) independent and “living” but, in fact, are, of course, artificial. This proves a difficult concept for individuals in society and for lawmakers, but the history of humankind is bound up with people joining together in groups and governments (from dictators to democracies) trying to legislate for them.

Companies are merely an artificial group legislated into being amongst many others that operate directly with individuals and other artificial and legislated groups (such as other companies and trading with governments). They represent a part of our social fabric as a paradox of society – an artificial group which binds together its individuals into group decisions and group impacts on the rest of society.

A company is a complex adaptive system (CAS)

Initially, a company is formed by key individuals that are hard to separate from the company itself – it may be one person who sets up a business. The business is formed to provide a good or service to society and to reap certain rewards in return. John Kay wrote in 1998  about why a company exists and his thoughts on what makes a good company (these days, a sustainable business).

It is estimated that 70% of companies fail within five years of start-up. Those that survive, become in a relatively short period, very different from the individual that started them. As soon as managers are brought in to assist, the company becomes more “complex” and decision-making is more group oriented but not centralized. The company becomes a system unto itself where most decisions are taken by its staff at all levels and continuously.

If a company goes “public” (with its shares traded), then there is also a divorce between the owners and the managers. Owners operate in the stock market casino – with little or no relationship to the company except insofar as it pays dividends or the share value rises or falls. This separation of ownership and management (and the rewards due to each – a special problem in the finance industry where employees at the top level have usurped the risk parameters and receive high returns for no capital risk) is a potential friction and another level of complexity that society still wrestles with (see John Kay’s more recent work for the UK government).

The complexity of a company’s make-up does not hide the fact that a company operates as a distinct entity – a complex adaptive system (CAS) made up of individuals but (like a City) operating without central direction in ways that impact those around it in a multitude of ways. Companies impact through enterprise and innovation, through motivation, through marketing, through involvement with other companies, through its customers and the environment. It does not operate as individual activities of each of its staff individually but as a collective – as a CAS.

Companies and Society

This has been recognized for centuries and most now understand that anything like a company – despite the corporate paradox – has to be treated in law and taxation as if it had a life of its own. Such treatment includes taxation as much as health and safety, labour laws, environmental laws, trade description laws (e.g. not supplying horse meat instead of beef), data protection and customer protection. Society’s interaction with companies means that staff, consumers and suppliers and anyone else affected by companies (such as people those impacted by companies located in their area, those who oppose the lobbying of companies etc) require that companies are treated like the rest of us – society demands that companies face legal requirements and that includes taxation.

The G20 has now committed to proper tax treatment but our governments need to go further. Companies provide innovation and are the mechanism that a market economy uses for prosperity – at least in pure GDP-related terms (another issue).

To make this real, we have to understand that society sees companies as real entities that have a full part to play in the society of the 21st century – not an artificial entity set up but a full system in itself that has legal and moral authority and responsibilities.

To tax is not an issue – of course companies have to be taxed and taxed fairly and properly in the same way that companies should be held to account over natural resource exploitation, health and safety laws and over reputation (no horsemeat in products unless advertised as such). Only in that way will the rest of society (increasingly aware of its rights) enable companies to reap the benefits of their success and be enabled to continue to innovate sustainably.

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