Satyam and IT-firms in general may be good candidates to become “Labour-Managed” firms

Satyam may be able to summarily solve the problems caused by its high-level corporate fraud by transforming itself into a “Labour-Managed Firm”.

One of the new Government-appointed board members has stated publicly today that the company has little or no debt.  If this is true it would be interesting because not only were the vast cash-assets non-existent, the liabilities-side of the balance-sheet also may be small, which could mean the company was simply far smaller in terms of value than it had made itself out to be.  In a bankrupt firm, the remaining assets normally come to belong to the creditors but what if the main creditors happen to be the work-force?  If that is in fact the situation in this case, Satyam may be a prime candidate to be transformed into a “Labour-Managed Firm” of the sort discussed by Jaroslav Vanek (The General Theory of Labour Managed Firms and Market Economies, 1970) and James Meade (The theory of the labour-managed firm and profit-sharing, Economic Journal 1972), and surveyed by e.g. Louis Putterman in the New Palgrave Dictionary and by Martin Ricketts in The Economics of Business Enterprise 2003.

As I had briefly mentioned earlier here, the transition could be made by Satyam’s existing  technical and other staff being allowed to participate (with their personal savings and claims to future income) in any auction of the “works-in-progress” that constitute the client contracts the company presently has around the world and which constitute its major intangible asset.   This may be the single best way to preserve the firm’s value as well as the income-streams of its staff.

The staff would have to make a transition from being employees to becoming self-managers which may not be easy in practice, although in theory the information-technology industry may be well-suited to labour-managed firms given the peculiarly intangible nature of their products.  The marginal cost of production of (true) information is typically very high but the marginal cost of dissemination of information  is near- zero.

If this happened and a corrupt bankrupt Satyam-I transformed itself into a viable Labour-Managed Satyam-II, the newly appointed board would become redundant even more quickly than it would have done otherwise — though this board may be even less likely to know of Vanek and Meade than to be familiar with modern corporate finance.  Time perhaps to hit the textbooks, gentlemen, and burn that midnight candle!  Is that something we can expect from some of the key lobbyists of India’s organized business sector?

Subroto Roy

Postscript  1 :  Of course if the asset-side has been fraudulently exaggerated while the liabilities-side has been small, the fraud has been directly perpetrated on equity-holders who held stock that was overvalued  by the market as a direct result of the fraud.

Postscript 2:  I find (grotesquely) amusing the new found emphasis on “Independent Directors” in view of the obvious fraud in the advertised biographies of some rather notorious Independent Directors in the IT-business and other sectors of corporate India and the higher bureaucracy!   There seems in fact to have been a wild hyperinflation of reputations generally, especially in Delhi,  Mumbai,  Bangalore, Pune and other such hip with-it places  — people claiming to have earned PhDs when they have none,  people calling themselves “Dr” on the basis of some defunct Soviet management institute  having once paid them off, people claiming to be Harvard postgraduates on the basis of  some outsourced executive development programme of a few weeks’ duration, people claiming academic publications and academic affiliations which are non-existent, etc etc.   All that for another day!  (But any former students of mine who may find the above pertinent to themselves may please know their old prof is cross with them! Tsk tsk!)  (And then there was the one of the senior government economic planner who told his astrologer on the  telephone his correct date  of birth but had lied to the Government of India by a couple of years…. clearly he did not want to get his own Ptolomaic horoscope wrong even if his plans for India in the Copernican world went awry!)

Letter to Wei Jingsheng

Mr Wei Jingsheng,  Citizen of  China

Dear Sir,

I am delighted to know from news reports today that you are well and active.

This short note is merely to tell you that some 28 years ago, your name entered my doctoral thesis  submitted to the Cambridge University Faculty of Economics & Politics,  titled “On liberty & economic growth: preface to a philosophy for India”.

On page 23, the thesis said:

“We know such conversations should not be forcibly silenced, which is why it is wrong that Dr Sakharov is banished, or that Mr Wei Jingsheng is gaoled for a decade, or that Dr Tomin is brutally assaulted and not allowed to lecture on Aristotle.”

And again on page 104:

“A disciplined and united oligarchy can with careful planning maintain its rule indefinitely over an amorphous and anonymous citizenry.  The only thorns in its side will be men like Sakharov and Wei Jingsheng and Tomin whose courage is somehow signalled to the outside world and who thus become recognisable names.  But even these men can be exiled or gaoled or thrashed into silence, so extinguishing the small chance left of the the truth being told and the Leadership’s claim to unique wisdom being exposed for the sheer humbug it is.”

With my continuing admiration, I remain

Yours truly

Subroto Roy

Kolkata, India

Corporate Governance & the Principal-Agent Problem (a brief lecture dated 31 May 2006)

Corporate Governance & the Principal-Agent Problem

Subroto Roy
for a conference on corporate governance

I am most grateful for this opportunity to speak at this distinguished gathering.  I have to say I have had just a day to collect my thoughts on the subject of our discussion, so I may be less precise than I would wish to be.  But I am delighted I  have  a mere 7 minutes to speak, and I will not plan to speak for a second more!

I would like to ask you to consider the following pairings:


You will recognize something in common to all of these pairings I am sure.  A patient goes to a doctor with a problem, like a swelling or a stomach ache or a fever, and expects the doctor to do his/her best to treat it successfully.  A client goes to a  lawyer with a problem, of a contract or a tort or a criminal charge, and expects the lawyer to represent him to the best of his ability.  A student attends a University or higher educational Institute, and expects the professors there to impart some necessary knowledge,  to explain some difficult or complex natural or social phenomena, to share some well-defined expertise, so the student too may aspire to becoming an expert.

In each case, there is a Principal – namely the patient, the client, the student, — and there is an Agent, namely, the doctor, the lawyer, the professor.  The Agent is not acting out of charity but is someone who receives payment from the Principal either directly through fees or indirectly through taxes.

The Agent is also someone who necessarily knows more than the Principal about the answer to the Principal’s problem.  I.e. there is an asymmetry in the information between the two sides.   The Agent has the relevant information or expertise —  the Principal needs this information or expertise and wishes to purchase it from him one way or another.

A company’s Board of Directors and the management that reports to it, may be similarly assumed to have far greater specific knowledge than the company’s shareholders (and other stakeholders) about the state of a company’s operations, its finances, its organisation, its position in various input and output markets, its potential for growth in the industry it is a part of, and so on.  Yet the shareholders are the Principal and the directors and managers are their Agents.

And indeed the Government of a country, i.e. its political leadership and the bureaucracy and military that are reporting to it, also have much more relevant decision-making information available to them than does the individual citizen as to the economic and political direction the country should be taking and why, and again the body of the ordinary citizenry of any country may have a reasonable expectation that politicians, bureaucrats and military generals are acting on their behalf.

In each of these cases, the Principal, having less information than the Agent, must necessarily trust that the Agent is going to be acting in good faith on the Principal’s behalf.  There is a corporate governance problem in each case simply because the Agent can abuse this derived power that he acquires over the Principal, and breach the contract he has entered into with the Principal.   Doctors or lawyers can practise improperly, professors can cheat their students of their money and teach them nothing or less than nothing, boards of directors and managers can cheat their shareholders and other “stakeholders” (including their workers who have expectations about the company) of value that should be rightfully theirs — and of course politicians, bureaucrats and military men are all too easily able to misuse the public purse in a way that the public will not even begin to know how to rectify.

In such situations, the only real checks against abuse can come from within the professions themselves.   It is only doctors who can control medical malpractice, and only a doctor can certify that another doctor has behaved badly.  It is only lawyers who can control legal malpractice, and testify that yes a client has been cheated of his money by some unscrupulous attorney.  It is only good professors and good teachers who can do what they can to stand out as contrasting examples against corrupt professors or incompetent teachers.

In case of managerial malpractice, it is only fellow-managers who may be able to comprehend the scam that a particular CEO has been part of, in stealing money from his shareholders.   And in case of political malpractice, similarly, it is only rival political parties and when even those fail, rival political institutions like the courts or the press and media, who can expose the shenanigans of a Government, and tell an electorate to throw the rascals out in the next election.

In other words, self-policing, and professional self-discipline are the only ultimate checks and balances that any society has.  The ancient Greeks asked the question “Who guards the guardians”,  and the answer has to be that the guardians themselves have to guard themselves.   We ultimately must police ourselves .  I think it was William Humboldt who said that a people get the government they deserve.

In India today, indeed in India in the last thirty or forty years, perhaps ever since 1966 after the passing away of Lal Bahadur Shastri, we may be facing a universal problem of the breach of good faith especially so perhaps in the Government and the organised corporate sector.   Such breaches occur in other countries too, but when an American court sends the top management of Enron to jail for many years or a Korean court sends the top management of Daewoo to jail for many years, we know that there are processes in these countries which are at least making a show of trying to rectify the breaches of good faith that may have occurred there.   That is regrettably not the situation in India.  And the main responsibility for that rests with our Government simply because our Government is by far the largest organised entity in the country and dwarfs everyone else.

As an economist, I have been personally intrigued to realise that Government corruption is closely caused by the complete absence of serious accounting and audit norms being followed in Government organisations and institutions.   Get control of as big a budget as you can, is the aim of every Government department, then spend as little of it as is absolutely necessary on the publicly declared social or national aim that the department is supposed to have, and instead spend as much as possible on the travel or personal lifestyles of those in charge, or better still transform as much as possible into the personal property of those in charge – for example, through kickbacks on equipment purchases or building contracts.  For example, it is not unknown for the head of some or other government institution to receive an apartment off-site from a builder who may have been chosen for a major construction project on site.  This kind of thing has unfortunately become the implicit goal of almost all departments of the Government of India as well as the Governments of our more than two dozen States.    I have no doubt it is a state of affairs ultimately being caused by the macroeconomic processes of continuous deficit-financing and unlimited printing of paper-money over decades.   For the first two decades or so after Independence, our institutions still had enough self-discipline, integrity, competence and optimism to correct for the natural human instincts of greed and domination.  The next four decades — roughly, as I have said, from the death of Shastriji — there has been increasing social and political rot.  I have to wonder if and when a monetary collapse will follow.

India’s “pork-barrel politics” needs a nice (vegetarian) Hindi name! “Teli/oily politics” perhaps? (And are we next going to see a Bill of Rights for Lobbyists?)

“Pork barrel politics” has been known as a concept  in America and other Western countries for more than a century. India is clearly playing catch-up here but advancing quickly. The so-called “second fiscal stimulus” announced yesterday by Dr Manmohan Singh’s chief economic policy aide no longer makes any pretence of any engagement with serious public finance economics at all and is instead a plain bill of rights for lobbyists, especially organised business (and with it, organised labour).

In fact New Delhi’s way seems to be for organised lobbies to deal directly with the higher bureaucracy with executive political approval or acquiescence;  pork arising from legislative politics may be secondary.

Now “pork” is too ugly a term for our Indian sensibilities and not many people eat any in the country (though, believe it or not, pork-production literally speaking is still the recipient of a government subsidy!).  So we do need a nice preferably vegetarian name for “pork-barrel politics” Indian-style.  “Tel” or “oil” may provide some ideas, and as a rough approximation I would suggest “Teli politics” or “Oily politics” but suggestions are welcome.

There are groups in America known as “Porkbusters” :


Any similar resistance in India responding to our version of pork-barrel politics might have to be called “Tel busters” or “Oil busters” or just  “Detergents”.

And finally, since there has been a complete takeover of the economic policy process (and the mainstream media) by organised business lobbies, are we going to be perhaps seeing next a formal Bill of Rights for Lobbyists?

Subroto Roy, Kolkata

Will the Government of India’s new macroeconomic policy dampen or worsen the business-cycle (if such a cycle exists at all)? No one knows! “Where ignorance is bliss, ‘Tis folly to be wise.”

I began a two part article published in The Statesman last year (September 23-24 2007) titled “Against Quackery” saying:

“WASTE, fraud and abuse are inevitable in the use and allocation of public property and resources in India as elsewhere, but Government is supposed to fight and resist such tendencies. The Sonia-Manmohan Government have done the opposite, aiding and abetting a wasteful anti-economics ~ i.e., an economic quackery. Vajpayee-Advani and other Governments, including Narasimha-Manmohan in 1991-1996, were just as complicit in the perverse policy-making. So have been State Governments of all regional parties…. Our dismal politics merely has the pot calling the kettle black while national self-delusion and superstition reign in the absence of reason.  The general pattern is one of well-informed, moneyed, mostly city-based special interest groups (especially including organised capital and organised labour) dominating government agendas at the cost of ill-informed, diffused anonymous individual citizens ~ peasants, small businessmen, non-unionized workers, old people, housewives, medical students etc….

The cheap money policy announced yesterday and now the so-called “fiscal stimulus” announced today may be a case in point.  Dr Manmohan Singh’s main economic policy aide said the aim was for Government to act in a “contra-cyclical”  manner,  presumably referring to an attempted “counter cyclical policy” to dampen the amplitude of a business-cycle.

But has anyone asked — let aside, does anyone know — where precisely, in terms of phase, period and amplitude, India’s macro-economy happens to be on its presumed business-cycle?  Of course not.   No one has the faintest clue.   There are no models of such a cycle existing and there are no data which have been fit to such non-existent models.   Not in Delhi, not in Mumbai, not with any international agency.

[Inspector Gregory (Scotland Yard detective): “Is there any other point to which you would wish to draw my attention?”
Sherlock  Holmes: “To the curious incident of the dog in the night-time.”
Inspector Gregory: “The dog did nothing in the night-time.”
Sherlock  Holmes: “That was the curious incident.”]

A cheap money policy and a so-called “fiscal stimulus” may in fact, for all that anyone in the Government of India or outside it really knows, exacerbate the amplitude of a business-cycle — making it worse, not better.

In such a  state of ignorance,  it is odd for policy-makers to go about glibly formulating and announcing so many policy-changes at once.   (It may all add up to be just incoherent waffle.)   Such has been the typical pattern to emerge from the process of political lobbying by “well-informed, moneyed, mostly city-based special interest groups”.   Organised capital and organised labour (as well as of course bureaucrats and politicians) will likely do very well from all this as usual, at the expense of  “ill-informed, diffused anonymous individual citizens” of India.

Become a US Supreme Court Justice! (Explorations in the Rule of Law in America)


For almost two decades, Since the summer of 1988 when *Philosophy of Economics* got accepted for publication, I have found myself in a saga exploring the Rule of Law, the nature of justice and freedom, and the nature of racial animosity and xenophobia in the United States. Judge it here for yourself. Files 1 and 2 marked SCOTUS are the front-matter and Petition for Writ of Mandamus as received by Circuit Justice Sandra Day O’Connor of the Supreme Court of the United States in February 1996. Files 3 to 10 constitute the Appendix of Record giving the rulings of the US District Court for the District of Hawaii and the US Court of Appeals for the Ninth Circuit, including especially in File 8 the “after-discovered” evidence of how my attorney had been covertly purchased by my opponent. An example of perjured trial testimony is contained in File 2. In September 2007, I asked my opponent — the Government of one of the 50 States — to voluntarily admit its wrongdoings to the present Chief Judge of the US District Court as is required by law. Government lawyers should, after all, try to act lawfully.











Become a US Supreme Court Justice! (Explorations in the Rule of Law in America) Preface

For almost two decades, I have found myself in a saga exploring the Rule of Law, the nature of justice and freedom, and the nature of racial animosity and xenophobia in the United States. Judge it here for yourself. There are 10 pdf files in a password protected post of the same name. Please send me an email identifying yourself and offering any reason, including curiosity, that you may have to want to examine the matter.

Files 1 and 2 marked SCOTUS are the front-matter and Petition for Writ of Mandamus as received by Circuit Justice Sandra Day O’Connor of the Supreme Court of the United States in February 1996. Files 3 to 10 constitute the Appendix of Record giving the rulings of the US District Court for the District of Hawaii and the US Court of Appeals for the Ninth Circuit, including especially in File 8 the “after-discovered” evidence of how my attorney had been covertly purchased by my opponent. An example of perjured trial testimony is contained in File 2. In September 2007, I asked my opponent — the Government of one of the 50 States — to voluntarily admit its wrongdoings to the present Chief Judge of the US District Court as is required by law. Government lawyers should, after all, try to act lawfully.

For the files with the evidence please see