Thorstein Veblen The Modern Point of View and the New Order. V. THE VESTED INTERESTS The Dial. A Fortnightly (New York) Vol. LXV (June 20 to December 28, 1918) No. 779, Dec., 14, 1918, pp. 543-549. -------------------------------------------------------------------------- [543] The Modern Point of View and the New Order V. THE VESTED INTERESTS ARE certain saving clauses in common use among persons who speak for that well- known order of pecuniary rights and obligations which the modern point of view assumes as "the natural state of man." Among them are these: "given the state of the industrial arts"; "other things remaining the same"; "in the long run"; "in the absence of disturbing causes." It has been the praiseworthy endeavor of the votaries of established law and custom to hold fast the good old plan on a strategic line of interpretation resting on these provisos. There have been painstaking elucidations of what is fundamental and intrinsic in the way of human institutions, of what essentially ought to be, and of what must eventually come to pass in the natural course of time and change, as it is believed to run along under the guidance of those indefeasible principles that make up the modern point of view. And the disquieting incursions of the new order have been disallowed as not being of the essence of Nature's contract with mankind, within the constituent principles of the modern point of view. Now, as has already been remarked in an earlier paper, the state of the industrial arts has at no time continued unchanged during the modern era; consequently other things have never remained the same; and in the long run the outcome has always been shaped by the disturbing causes. All this reflects no discredit on the economists and publicists who so have sketched out the natural run of the present and future, since their reservations have not been observed. The arguments have been as good as the premises on which they proceed, and the premises have once been good enough to command unquestioning assent, although that is now some time ago. The fault appears to lie in the unexampled shifty behavior of the latter-day facts. But however shifty, these facts, too, are as stubborn as others of their kind. The system of free competition, self-help, equal opportunity, and free bargaining, which is contemplated by the modern point of view, assumes an industrial situation in which the work and trading of any given individual or group can go on freely by itself, without materially helping or hindering the equally untrammeled working of the rest. It has of course always been recognized that the country's industry makes up something of a connected system, so that there would necessarily be some degree of mutual adjustment and accommodation among the many self-sufficient working units which together would make up such an industrial community; but these working units have been conceived to be so nearly independent of one another that the slight measure of running adjustment [544] needed could be sufficiently taken care of by free competition in the market. This assumption has of course never been altogether sound, at any stage in the industrial advance; but it has at least been within speaking distance of facts so late as the eighteenth century. It was a possible method of keeping the balance in the industrial system before the coming of the machine industry. Quite evidently it commended itself to the enlightened common sense of that time as a sufficiently workable ideal so much so that it then appeared to be the most practical solution of the industrial and social difficulties which beset that generation. It is fairly to be presumed that the plan would have been sufficiently workable if the conditions which then prevailed had continued unchanged, if other things had remained the same. That was, in effect, before the coming of the machine technology and the later growth of population. But as it runs today, according to the new industrial order set afoot by the machine technology, the carrying-on of the community's industry is not well taken care of by the loose corrective control that is exercised by a competitive market. That method is too slow, at the best, and too disjointed; besides which, it does not work. The industrial system is now a wide-reaching organization of mechanical processes which work together on a comprehensive interlocking plan of give and take, in which no one section, group, or individual unit is free to work out its own industrial salvation except in active co-partnership with the rest, and the whole of which runs on as a moving equilibrium of forces in action. This system of interlocking processes and mutually dependent working units is a more or less delicately balanced affair. Evidently the system has to be taken as a whole, and evidently it will work at its full productive capacity only on condition that the coordination of its interlocking processes be maintained at a faultless equilibrium, and only when its constituent working units are allowed to run full and smooth. But a moderate derangement will not put it out of commission. It will work at a lower efficiency, and continue running, in spite of a very considerable amount of dislocation as is habitually the case today. At the same time any reasonably good working efficiency of the industrial system is conditioned on a reasonably good coordination of these working forces, such as will allow each and several of the working units to carry on at the fullest working capacity that will comport with the unhampered working of the system as a balanced whole. But evidently, too, any dislocation, derangement, or retardation of the work at any critical point which comes near saying at any point in this balanced system of work will cause a disproportionately large derangement of the whole. The working units of the industrial system are no longer independent of one another under the new order. This state of things would reasonably suggest that the control of the industrial system had best be entrusted to men skilled in these matters. The industrial system does its work in terms of mechanical efficiency, not in terms of price. It should accordingly seem reasonable to expect that its control would be entrusted to men experienced in the ways and means of technology, men who are in the habit of thinking about these matters in such terms as are intelligible to the engineers. However, by historical necessity the discretionary control in all that concerns this highly technological system of industry has come to vest in those persons who are highly skilled in the higgling of the market. And so great is the stability of that system of law and custom by grace of which these persons claim this power, that any disallowance of their control over the material fortunes of the community is now scarcely within reason. All the while the progressive, shifting of ground in the direction of a more thoroughly mechanistic organization of industry goes on and works out into a more and more searching standardization of works and methods and a more exacting correlation of industries, in an ever increasingly large and increasingly sensitive industrial system. All the while the whole of it grows less and less manageable by business methods; and with every successive move the control exercised by the business men in charge grows wider, more arbitrary, and more inconsistent with the common good. The businesslike manager's attention is continually more taken up with "the financial end" of the concern's interests, so that by enforced neglect he is necessarily leaving more of the details of shop management and supervision of the works to subordinates, largely to subordinates who have some knowledge of technological matters and no immediate interest in the run of the market. But the larger and final discretion, which affects the working of the industrial system as a whole, or the orderly management of any considerable group of industries within the general system all that is still under the immediate control of the businesslike managers, each of whom works for his own concern's gain, without much afterthought. The final discretion still rests with the businesslike directorate of each concern the owner or the board even in all [545] questions of physical organization and technical management, although this businesslike control of the details of production necessarily comes to little else than acceptance, rejection, or revision of measures proposed by the men immediately in charge of the works, together with a constant check on the rate and the volume of output with a view to the market. Hence in the large mechanical industries, which set the pace for the rest and which are organized on a standardized and more or less automatic plan, the current oversight of production by their businesslike directorate does not effectually extend much beyond the regulation of the output with a view to what the traffic will bear; and in this connection there is very little that the business men in charge can do except to keep the output short of productive capacity by so much as the state of the market seems to require; it does not lie within their competency to increase the output beyond that point, or to increase the productive capacity of their works, except by way of giving the technical men permission to go ahead and do it. The business man's place in the economy of nature is to "make money," not to produce goods. The production of goods is a mechanical process, incidental to the making of money, whereas the making of money is a pecuniary operation, carried on by bargain and sale, not by mechanical appliances and powers. The business men make use of the mechanical appliances and powers of the industrial system, but they make a pecuniary use of them. And in point of fact the less use a business man can make of the mechanical appliances and powers under his charge, and the smaller a product he can contrive to turn out for a given return in terms of price, the better it suits his purpose. The highest achievement in business is the nearest approach to getting something for nothing. What any given business concern gains must come out of the total output of productive industry, of course; and to that extent any given business concern has an interest in the continued production of goods. But the less any given business concern can contrive to give for what it gets, the more profitable its own traffic will be. Business success means "getting the best of the bargain." The common good, so far as it is a question of material welfare, is evidently best served by an unhampered working of the industrial system at its full capacity, without interruption or dislocation. But it is equally evident that the owner or manager of any given concern or section of this industrial system may be in a position to gain something for himself at the cost of the rest by obstructing, retarding, or dislocating this working system at some critical point in such a way as will enable him to get the best of the bargain in his dealings with the rest. This appears constantly in the altogether usual, and altogether legitimate, practice of holding out for a better price. So also in the scarcely less usual, and no less "legitimate, practice of withholding needed ground or right of way, or needed materials or information, from a business rival. All these things are usual and a matter of course, because business management under the conditions created by the new order of industry is in great part made up of just these things. Indeed, sabotage of this kind is indispensable to any large success in industrial business. However, it is well to call to mind that the community will still be able to get along, perhaps even to get along very tolerably, in spite of a very appreciable volume of sabotage of this kind even though it does reduce the net productive capacity to a fraction of what it would be in the absence of all this interference and retardation; for the current state of the industrial arts is highly productive. So much so that in spite of all this deliberate waste and confusion that is set afoot in this way for private gain, there still is left over an absolutely large residue of net production over cost. The community still has something to go on. The available margin of free income that is to say, the margin of production over cost is still wide, so that it allows a large latitude for playing fast and loose with the community's livelihood. Now these businesslike maneuvers of deviation and delay are by no means to be denounced as being iniquitous or unfair, although they may have an unfortunate effect on the conditions of life for the common man. That is his misfortune, which law and custom count on his bearing with becoming fortitude. These are the ordinary and approved means of carrying on business according to the liberal principles of free bargain and self-help; and they are in the main still looked on as a meritorious exercise of thrift and sagacity duly so looked on, it is to be presumed. At least such is the prevailing view among the substantial citizens, who are in a position to speak from first-hand knowledge. It is only that the exercise of these homely virtues on the large scale on which Business is now conducted, and when dealing with the wide-reaching articulations of the industrial system under the new order of technology under these uncalled-for circumstances the unguarded exercise of these virtues entails business disturbances which are necessarily large, and [546] which bring on mischievous consequences in industry which are disproportionately larger still. In case these maneuvers of businesslike deviation and defeat are successful and fall into an orderly system whose operation may be continued at will, or in so far as this management creates an assured strategic advantage for any given business concern, the result is a vested interest. This may then eventually be capitalized in due form, as a body of intangible assets. As such it goes to augment the business community's accumulated wealth. And the country is richer per capita. A vested interest is a marketable right to get something for nothing. This does not mean that the vested interests cost nothing. They may even come high. Particularly may their cost seem high if the cost to the community is taken into account, as well as the expenditure incurred by their owners for their production and upkeep. Vested interests are immaterial wealth, intangible assets. As regards their nature and origin, they are the outgrowth of three main lines of businesslike management: (a) limitation of supply, with a view to profitable sales; (b) obstruction of traffic, with a view to profitable sales; and (c) meretricious publicity, with a view to profitable sales. It will be remarked that these are matters of business, in the strict sense. They are devices of salesmanship, not of workmanship; they are ways and means of driving a bargain, not ways and means of producing goods or services. The residue which stands over as a product of these endeavors is in the nature of an intangible asset, an article of immaterial wealth, not an increase of the tangible equipment or the material resources in hand. The enterprising owners of the concern may be richer by that much, and so perhaps may the business community as a whole though that is a precariously dubious point but the community at large is certainly no better off in any material respect. This account of course assumes that all this business is conducted strictly within the lines of commercial honesty. It would only be tedious and misleading to follow up and take account of that scattering recourse to force or fraud, that will never wholly be got rid of in the pursuit of gain, whether by way of business traffic or by more direct methods. Commercial honesty, of course, is the honesty of self-help, or caveat emptor, which is Latin for the same thing. Roughly, any business concern which so comes in for a habitual run of free income comes to have a vested right in this "income stream," and this preferred standing of the concern in this respect is recognized by calling such a concern a "vested interest" or a "special interest." Free income of this kind, not otherwise accounted for, may be capitalized if it promises to continue, and it can then be entered on the books as an item of immaterial wealth, a prospective source of gain. So long as it has not been embodied in a marketable legal instrument, any such item of intangible assets will be nothing more than a method of notation, a bookkeepers' expedient. But it can readily be covered with some form of corporation security, as, for instance, preferred stock or bonds, and it then becomes an asset in due standing and a vested interest endowed with legal tenure. Ordinarily any reasonably uniform and permanent run of free income of this kind will be covered by an issue of corporate securities with a fixed rate of interest or dividends; whereupon the free income in question becomes a fixed overhead charge on the concern's business, to be carried as an item of ordinary and unavoidable outlay and included in the necessary cost of production of the concern's output of goods or services. But whether it is covered by an issue of vendible securities or carried in a less formal manner as a source of income not otherwise accounted for, such a vested right to get something for nothing will rightly be valued and defended against infraction from outside as a proprietary right, an item of immaterial but very substantial wealth. There is nothing illegitimate or doubtful about this incorporation of unearned income into the ordinary costs of production on which "reasonable profits" are computed. "The law allows it and the court awards it." To indicate how utterly congruous it all is with the new order of business enterprise, it may be called to mind that not only do the captains of corporation finance habitually handle the matter in that way, but the same view is accepted by those public authorities who are called in to review and regulate the traffic of these business concerns. The later findings are apparently unequivocal, to the effect that when once a run of free income has been capitalized and docketed as an asset it becomes a legitimate overhead charge, and it is then justly to be counted among necessary costs and covered by the price which consumers should reasonably pay for the concern's offering of goods or services. Such a finding has come to be a fairly well settled matter-of-course both among officials and among the law-abiding investors, so far as regards those intangible assets that are covered by vendible securities carrying a fixed rate; and the logic of this finding [547] is doubtless sound according to the principles of the modern point of view. There may still be a doubt or a question whether valuable perquisites of the same nature, which continue to be held loosely as an informal vested interest, as, for instance, merchantable good- will, ate similarly entitled to the benefit of the common law which secures any owner in the usufruct of his property. To such effect have commonly been the findings of courts and boards of inquiry, of Public Utility Commissions, of such bodies as the Interstate Commerce Commission, the Federal Trade Commission, and latterly of divers recently installed agencies for the control of prices and output in behalf of the public interest so, for instance, right lately, certain decisions and recommendations made by the War Labor Board. Any person with a taste for curiosities of human behavior might well pursue this question of capitalized free income into its further convolutions, and might find reasonable entertainment in so doing. The topic also has merits as a subject for economic theory. But for the present argument it may suffice to note that this free income and the businesslike contrivances by which it is made secure and legitimate are of the essence of this new order of business enterprise; that the abiding incentive to such enterprise lies in this unearned income; and that the intangible assets which are framed to cover this line of "earnings," therefore, constitute the substantial core of corporate capital under the new order. In passing it may also be noted that there is room for a division of sentiment as regards this disposal of the community's net production, and that peremptory questions of class interest and public policy touching these matters may presently be due to come to a hearing. To some, this manner of presenting the case may seem unfamiliar, and it may therefore be to the purpose to restate the upshot of this account in the briefest fashion: Capital at least under the new order of business enterprise is capitalized prospective gain. From this arises one of the singularities of the current situation in business and its control of industry, namely, that the total face value, or even the total market value of the vendible securities which cover any given block of industrial equipment and material resources, and which give title to their ownership, always and greatly exceeds the total market value of the equipment and resources to which the securities give title of ownership, and to which alone in the last resort they do give title. The margin by which the capitalized value of the going concern exceeds the value of its material properties is commonly quite wide. Only in the case of small and feeble corporations, or such concerns as are balancing along the edge of bankruptcy, does this margin of intangible values narrow down and tend to disappear. Any industrial business concern which does not enjoy such a margin of capitalized free earning-capacity has fallen short of ordinary business success and is possessed of no vested interest. This margin of free income which is capitalized in the value of the going concern comes out of the net product of industry over cost. It is secured by successful bargaining and an advantageous position in the market, which involves some derangement and retardation of the industrial system so much so as greatly to reduce the net margin of production over cost. Approximately the whole of this remaining margin of free income goes to the business men in charge, or to the business concerns for whom this management is carried on. In case the free income which is gained in this way promises to continue, it presently becomes a vested right. It may then be formally capitalized as an immaterial asset having a recognized earning-capacity equal to this prospective free income. That is to say, the outcome is a capitalized claim to get something for nothing which constitutes a vested interest. The total gains which hereby accrue to the owners of these vested rights amount to something less than the total loss suffered by the community at large through that delay of production and derangement of industry that is involved in the due exercise of these rights. In other words, and as seen from the other side, this free income which the community allows its kept classes in the way of returns on these vested rights and intangible assets is the price which the com-' munity is paying to the owners of this imponderable wealth for material damage greatly exceeding that amount. But it should be kept in mind and should be duly credited to the good intentions of these businesslike managers, that the ulterior object sought by all this management is not the one hundred per cent of mischief to the community but only the ten per cent of private gain. So far as they bear immediately on the argument at this point the main facts are substantially as set forth. But to avoid any appearance of undue novelty, as well as to avoid the appearance of neglecting relevant facts, something more is to be said in the same connection. It is particularly to be noted that credit for certain material benefits should be given to this same business enterprise, whose chief aim [548] and effect is the creation of these vested rights in unearned income. It will be apparent to anyone who is at all familiar with the situation that much of the intangible assets included in the corporate capital of this country, for instance, does not represent derangement which is actually inflicted on the industrial system from day to day, but rather the price of delivery from derangement, which the businesslike managers of industry have taken measures to discontinue and disallow. A concrete illustration will show what is intended. For some time past, and very noticeably during the past quarter century, the ownership of the country's larger industrial concerns has constantly been drawing together into larger and larger aggregations, with a more centralized control. The case of the steel industry is typical. For a considerable period, beginning in the early nineties, there went on a process of combination and recombination of corporations in this industry, resulting in larger and larger aggregations of corporate ownership. Commonly, though perhaps not invariably, some of the unprofitable duplication and work at cross-purposes that was necessarily involved in the earlier parcelment of ownership was got rid of in this way, gradually with each successive move in this concentration of ownership and control. Perhaps also, invariably, there was a substantial saving made in the aggregate volume of business dealings that would necessarily be involved in carrying on the industry by the methods of ownership in severally. Under the management of many concerns, each intent on its own pecuniary interest, the details of business transactions would be voluminous and intricate, in the way of contracts, orders, running accounts, working arrangements, as well as the necessary financial operations, properly so called. Much of this would be obviated by taking over the ownership of these concerns into the hands of a centralized control; and there would be a consequent lessening of that delay and uncertainty that always is to be counted on wherever the industrial operations have to wait on the completion of various business arrangements. There is circumstantial evidence that very material gains in economy and expedition commonly resulted from these successive moves of consolidation in the steel business. And this discontinuance of businesslike delay and calculated maladjustment was at each successive move brought to a secure footing and capitalized in an increased issue of the negotiable corporation securities. It will also be recalled that, as a matter of routine, each successive consolidation of ownership involved a recapitalization of the concerns so brought together under a common head, and that commonly if not invariably the resulting recapitalization would be larger than the aggregate capital of the underlying corporations. Even where, as sometimes has happened, there was no increase made in the nominal capitalization, there would still result an effectual increase, in that the market value of the securities outstanding would be larger after the operation than the value of the aggregate capital of the underlying corporations had been before. There has commonly been some gain in aggregate capitalization, and the resulting increased capitalization has also commonly proved to be valid. The market value of the larger and more stable capitalization has presently proved to be larger and more stable than the capitalization of the same properties under the earlier regime of divided ownership and control. What so has been added to the aggregate capitalization has in the main been the relative absence of work at cross-purposes, which has resulted from the consolidation of ownership; and it is to be accounted a typical instance of intangible assets. The new and larger capitalization has commonly made good; and this is particularly true for those later, larger, and more conclusive recombinations of corporate ownership with which the so-called era of trust making in the steel business came to a provisional conclusion. The United States Steel Corporation has vindicated the wisdom of an unreserved advance on lines of consolidation and recapitalization in the financing of the large and technical industries. For reasons well understood by those who are acquainted with these things, no one can offer a confident estimate, or even a particularly intelligent opinion, as to the aggregate amount of overhead burden and intangible assets which has been written into the corporate capital of the steel business in the course of a few years of consolidation. For reasons of depreciation, disuse, replacement, extension, renewal, changes in market conditions and in technical requirements the case is too intricate to admit anything like a clear-cut identification of the immaterial items included in the capitalization. But there is no chance to doubt that in the aggregate these immaterial items foot up to a very formidable proportion of the total capital. It is evident that the businesslike management of industry under these conditions need not involve derangement and cross-purposes at every turn. It should always be likely that the business men in charge will find it to their profit to combine forces, eliminate wasteful traffic, allow a reasonably free [549] and economical working of the country's productive powers within the limits of a profitable price, and so come in for a larger total of free income to be divided amicably among themselves on a concerted plan. This can be done by means of a combination of ownership, such as the corporations of the present time. But there is a difficulty of principle involved in this use of incorporation as a method of combining forces. Such a consolidation of ownership and control on a large scale appears to be, in effect, a combination of forces against the rest of the community or in contravention of the principles of free competition. In effect it foots up to the same thing as a combination in restraint of trade; in form it is a concentration of ownership. Combination of owners in restraint of trade is obnoxious to the liberal principles of free bargaining and self-help; consolidation of ownership by purchase or incorporation appears to be a reasonable exercise of the right of free bargaining and self-help. There is accordingly some chance of a difference of opinion at this point and some risk of playing fast and loose with these liberal principles that disallow conspiracy in restraint of trade. This difficulty of principle has been sought to be got over by believing that a combination of ownership in restraint of trade does not amount to a conspiracy in restraint of trade, within the purport of these liberal principles. There is a great and pressing need of such a construction of principles, which would greatly facilitate the work of corporation finance; but it is to be admitted that some slight cloud still rests on this manner of disposing of ownership. It involves abdication or delegation of that discretionary exercise of property rights which has been held to be of the essence of ownership. The new state of things brought about by such a consolidation is capitalized as a permanent source of free income. And if it proves to be a sound business proposition the new capitalization will measure the increase of income which goes to its promoter or to the corporation in whose name the move has been made; and if the work is well and neatly done no one else will get any gain from it or be in any way benefited by the arrangement. It is a business proposition, not a fanciful project of public utility. The capitalized value of such a coalition of ownership is not measured by any heightened production or any retrenchment of waste that may come in its train, nor need the new move bring any addition to the community's net productive resources in any respect. Indeed, it happens not infrequently that such a waste-conserving coalition of ownership leads directly to a restriction of output, according to the familiar run of monopoly rule. So frequently will restriction, enhanced prices, unemployment, and hardship follow in such a case that it has come to be an article of popular knowledge and belief that this is the logical aim and outcome of any successful maneuver of the kind. So also, though its output of marketable goods or services may be got on easier terms, the new and larger business concern which results from the coalition need be no more open-handed or humane in its dealings with its workmen. There will, in fact, be some provocation to the contrary. A more powerful corporation is in a position to make its own terms with greater freedom, which it then is for the workmen to take or leave, but ordinarily to take, for the universal rule of businesslike management to charge what the traffic will bear continues to hold unbroken for any business concern, irrespective of its size or its facilities. As has already been noted in an earlier passage, charging what the traffic will bear is the same as charging what will yield the largest net profit. .There stand over two main questions touching the nature and uses of these vested interests: Why do not these powerful business Concerns exercise their autocratic powers to drive the industrial system at its full productive capacity, seeing that they are in a position to claim any increase of net production over cost? and, What use is made of the free income which goes to them as the perquisite of their vested interest? The answer to the former question is to be found in the fact that the great business concerns as well as the smaller ones are all bound by the limitations of the price system, which holds them to the pursuit of a profitable price, not to the pursuit of gain in terms of material goods. Their vested rights are for the most part carried as an overhead charge in terms of price and have to be met in those terms, which will not allow an increase of net production regardless of price. The latter question will find its answer in the well-known formula of the economists, that "human wants are indefinitely extensible," particularly as regards the consumption of superfluities. The free income which is capitalized in the intangible assets of the vested interests goes to support the well-to-do investors, who are for this reason called the kept classes, and whose keep consists in an indefinitely extensible consumption of superfluities. THORSTEIN VEBLEN. -----------------------------------------------------------------------