How Henry Ford Almost Wrecked His Company (April/May 2002 | Volume: 53, Issue: 2)

How Henry Ford Almost Wrecked His Company

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Authors: John Steele Gordon

Historic Era: Era 7: The Emergence of Modern America (1890-1930)

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April/May 2002 | Volume 53, Issue 2

Just as every cloud has a silver lining, so disasters always have a redeeming feature. Because of the Titanic, no major ship has struck an iceberg since. That most famous of disasters produced a slew of reforms, all of which made the sea a much safer place. Business and financial disasters, too, have led the way to fundamental reforms that have made the capitalist system, as a whole, safer and more productive. The collapse of thousands of banks in the Great Depression resulted in a banking system in which not one depositor has lost a cent of insured funds since 1934. The failure of Samuel Insull’s over-leveraged electricity empire in the early 1930s led directly to new rules governing holding companies.

 
 

Today’s ongoing Enron saga will undoubtedly lead to many new procedures for bookkeeping, auditing ethics and rules, offshore subsidiaries, and the ways in which Wall Street analyzes stock. The collapse of one of the largest American corporations will also, one hopes, result in thoroughgoing reforms in corporate governance. They are needed.

In theory, the stockholders of a corporation elect a board of directors that in turn hires the management and evaluates its performance, rewarding it or firing it as needed. But because of one of the iron laws of human nature, that institutions tend to evolve in ways that favor their elites, many corporate boards today are, in fact, controlled by the management they are supposed to supervise. The chief executive is often the board chairman as well, as was the case with Enron, and frequently decides who else sits on the board. Thus, the other members of the board are not about to criticize the chief executive freely. And, since it is the board of directors that sets the compensation of top management, it is small wonder that management salaries have escalated far faster than inflation or even corporate profits in recent years.

In effect, then, in many American corporations with widely dispersed stockholders, the top management has no boss. But everyone needs a boss, for the reason Lord Acton made clear more than a hundred years ago and, it seems, Enron has proved once again: Power corrupts, and absolute power corrupts absolutely.

There could be no better historical example of what happens when top management answers only to itself than the Ford Motor Company in the 1920s, as Peter Collier and David Horowitz make clear in their book The Fords: An American Epic. In that case, of course, it was not that management became unaccountable to stockholders; it was that Henry Ford and his son, Edsel, owned 100 percent of the stock.

The Ford Motor Company was founded in 1903. For capital, Henry Ford turned to Alexander Malcomson, a successful Detroit coal merchant. Together,  Ford and Malcomson held 51 percent of the stock; the rest belonged to such investors as John and Horace Dodge, who supplied such automotive components as