If markets are so good at directing resources, why do companies exist?

The Economist Schools Brief

ONE morning, an economist went to buy a shirt. The one he chose was a marvel of global production. It was made in Malaysia using German machines. The cloth was woven from Indian cotton grown from seeds developed in America. The collar lining came from Brazil; the artificial fibre from Portugal. Millions of shirts of every size and colour are sold every day, writes Paul Seabright, the shirt-buying economist, in his 2004 book, “The Company of Strangers”. No authority is in charge. The firms that make up the many links in the chain that supplied his shirt had merely obeyed market prices.

Throwing light on the magic of market co-ordination was a mainstay of the “classical” economics of the late-18th and 19th centuries. Then, in 1937, a paper published by Ronald Coase, a British economist, pointed out a glaring omission. The standard model of economics did not fit with what goes on within companies. When an employee switches from one division to another, for instance, he does not do so in response to higher wages, but because he is ordered to. The question posed by Coase was profound, if awkward for economics: why are some activities directed by market forces and others by firms?

His answer was that firms are a response to the high cost of using markets. It is often cheaper to direct tasks by fiat than to negotiate and enforce separate contracts for every transaction. Such “exchange costs” are low in markets for standardised goods, wrote Coase. A well-defined task can easily be put out to the market, where a contractor is paid a fixed sum for doing it. The firm comes into its own when simple contracts of this kind will not suffice. Instead, an employee agrees to follow varied and changing instructions, up to agreed limits, for a fixed salary.

Coase had first set out his theory while working as a lecturer in Dundee, in 1932, having spent the prior academic year in America, visiting factories and businesses. “The nature of the firm”, his paper, did not appear for another five years, in part because he was reluctant to rush into print. Though widely cited today, it went largely unread at first. But a second paper, “The problem of social cost”, published in 1960, by which time he had moved to America, brought him to prominence. It argued that private bargaining could resolve social problems, such as pollution, as long as property rights are well defined and transaction costs are low (they rarely are). He had been asked to expound his new theory earlier that year to a sceptical audience of University of Chicago economists. By the end of the evening, he had won everyone around. Coase was invited to join the university’s faculty in 1964; and there he remained until his death in 2013 at the age of 102.

In 1991 Coase was awarded the Nobel prize for economics, largely on the strength of these two papers. But as late as 1972, he lamented that “The nature of the firm” had been “much cited and little used”. In a strange way, Coase himself was partly to blame. The idea of transaction costs was such a good catch-all explanation for tricky subjects that it was used to close down further inquiry. In fact, Coase’s paper raised as many difficult questions as it answered. If firms exist to reduce transaction costs, why have market transactions at all? Why not further extend the firm’s boundaries? In short, what decides how the economy as a whole is organised?

Almost as soon as Coase had wished for it, a body of more rigorous research on such questions began to flourish. Central to it was the idea that it is difficult to specify all that is required of a business relationship, so some contracts are necessarily “incomplete”. Important figures in this field include Oliver Williamson, winner of the Nobel prize in economics in 2009, and Oliver Hart and Bengt Holmstrom, who shared the prize in 2016. These and other Coase apostles drew on the work of legal theorists in distinguishing between spot transactions and business relations that require longer-term or flexible contracts.

Spot markets cover most transactions. Once money is exchanged for goods, the deal is completed. The transaction is simple: one party wants, another supplies. There is little scope for dispute, so a written contract can be dispensed with. If one party is unhappy, he will take his business elsewhere next time. Spot markets are thus largely self-policing. They are well suited to simple, low-value transactions, such as buying a newspaper or taking a taxi.

Things become trickier when the parties are locked into a deal that is costly to get out of. Take a property lease, for instance. A business that is evicted from its premises might not quickly find a building with similar features. Equally, if a tenant suddenly quit, the landlord might not find a replacement straight away. Each could threaten the other in a bid for a better rent. The answer is a long-term contract that specifies the rent, the tenure and use of the property. Both parties benefit.

But for many business arrangements, it is difficult to set down all that is required of each party in all circumstances. In such cases, formal contracts are by necessity “incomplete” and sustained largely by trust. An employment contract is of this type. It has a few formal terms: job title, work hours, initial pay and so on, but many of the most important duties and obligations are not written down. It is thus like a “mini-society with a vast array of norms beyond those centred on the exchange and its immediate processes”, wrote Mr Williamson. Such a contract stays in force mostly because its breakdown would hurt both parties. And because market forces are softened in such a contract, it calls for an alternative form of governance: the firm.

One of the first papers to elucidate these ideas was published in 1972 by Armen Alchian and Harold Demsetz. They defined the firm as the central contractor in a team-production process. When output is the result of a team effort, it is hard to put the necessary tasks out to the market. That is because it is tricky to measure the contribution of each member to the finished work and to then allocate their rewards accordingly. So the firm is needed to act as both co-ordinator and monitor of a team.

Chain tale

If a team of workers requires a firm as monitor, might that also be true for teams of suppliers? In some cases, firms are indeed vertically integrated, meaning that suppliers of inputs and producers of final goods are under the same ownership. But in other cases, suppliers and their customers are separate entities. When is one set-up right and not the other?

A paper published in 1986 by Sanford Grossman and Mr Hart sharpened the thinking on this. They distinguished between two types of rights over a firm’s assets (its plant, machinery, brands, client lists and so on): specific rights, which can be contracted out, and residual rights, which come with ownership. Where it becomes costly for a company to specify all that it wants from a supplier, it might make sense to acquire it in order to claim the residual rights (and the profits) from ownership. But, as Messrs Grossman and Hart noted, something is also lost through the merger. The supplier’s incentive to innovate and to control costs vanishes, because he no longer owns the residual rights.

To illustrate this kind of relationship, they used the example of an insurance firm that pays a commission to an agent for selling policies. To encourage the agent to find high-quality clients, which are more likely to renew a policy, the firm defers some portion of the agent’s pay and ties it to the rate of policy renewals. The agent is thus induced to work hard to find good clients. But there is a drawback. The insurance firm now has an incentive of its own to shirk. While the agent is busting a gut to find the right sort of customers, the firm can take advantage by, say, cutting its spending on advertising its policies, raising their price or lowering their quality.

There is no set-up in which the incentives of firm and agent can be perfectly aligned. But Messrs Grossman and Hart identified a next-best solution: the party that brings the most to any venture in terms of “non-contractible” effort should own the key assets, which in this case is the client list. So the agent ought to own the list wherever policy renewals are sensitive to sales effort, as in the case of car insurance, for which people tend to shop around more. The agent would keep the residual rights and be rewarded for the effort to find the right sort of client. If the insurance firm shirks, the agent can simply sell the policies of a rival firm to his clients. But in cases where the firm brings more to the party than the sales agent—for example, when clients are “stickier” and the first sale is crucial, as with life insurance—a merger would make more sense.

This framework helps to address one of the questions raised by Coase’s original paper: when should a firm “make” and when should it “buy”? It can be applied to vertical business ties of all kinds. For instance, franchises have to abide by a few rules that can be set down in a contract, but get to keep the residual profits in exchange for a royalty fee paid to the parent firm. That is because the important efforts that the parent requires of a franchisee are not easy to put in a contract or to enforce.

The management of ties between a firm and its “stakeholders” (its customers, suppliers, employees and investors) is another variation on this theme. A firm often wants to put restraints on the parties it does business with. Luxury-goods firms or makers of fancy sound equipment may ban retailers from discounting their goods as a way to spur them to compete with rivals on the quality of their shops, service and advice.

Inside the cubicle

If one of the challenges set by Coase was to explain where the boundary between firms and markets lies, another was for economic analysis not to cease once it reached the factory gate or office lobby. A key issue is how agreements are structured. Why, for instance, do employment contracts have so few formal obligations? One insight from the literature is that a tightly specified contract can have perverse outcomes. If teachers are paid according to test results, they will “teach to the test” and pay less regard to other tasks, such as inspiring pupils to think independently. If chief executives are paid to boost the firm’s short-term share price, they will cut investment projects that may benefit shareholders in the long run.

Mr Holmstrom and Paul Milgrom established that where important tasks are hard to monitor, and where a balance of activities is needed, then a contract should shun strong incentives tied to any one task. The best approach is to pay a fixed salary and to leave the balance of tasks unspecified. A related idea developed by Mr Hart and John Moore is of a job contract as a “reference point” rather than as a detailed map. Another insight is that deferred forms of pay, such as company pension schemes and promotions based on seniority, help cement long-term ties with employees and reward them for investing in skills specific to the relationship.

Coase noted in 1937 that the degree to which the mechanism of price is superseded by the firm varies with the circumstances. Eighty years on, the boundary between the two might appear to be dissolving altogether. The share of self-employed contractors in the labour force has risen. The “gig economy” exemplified by Uber drivers is mushrooming.

Yet firms are unlikely to wither away. Prior to Uber, most taxi drivers were already self-employed. Spot-like job contracts are becoming more common, but flexibility comes at a cost. Workers have little incentive to invest in firm-specific skills, so productivity suffers. And even if Mr Seabright’s shirt was delivered by a set of market-based transactions, the supply chains for complex goods, such as an iPhone or an Airbus A380 superjumbo, rely on long-term contracts that are often “incomplete”. Coase was the first to spot an enduring truth. Successful economies need both the benign dictatorship of the firm and the invisible hand of the market.

Coase’s theory of the firm: a reading list
1 “The Nature of the Firm” by R H Coase, Economica, 1937
2 “The Problem of Social Cost” by R H Coase, Journal of Law and Economics, 1960
3 “Industrial Organisation: A Proposal for Research” by R H Coase, NBER, 1972
4 “Production, Information Costs and Economic Organisation” by Armen A Alchian and Harold Demsetz, American Economic Review, 1972
5 “Transaction-Cost Economics: The Governance of Contractural Relations” by Oliver E Williamson, Journal of Law and Economics, 1979
6 “The Costs and Benefits of Ownership: A Theory of Vertical and Lateral Integration” by Sanford Grossman and Oliver Hart, Journal of Political Economy, 1986
7 “Multitask Principal-Agent Analysis: Incentive Contracts, Asset Ownership and Job Design” by Bengt Holmstrom and Paul Milgrom, Journal of Law, Economics and Organisation, 1991
8 “The Firm as Sub-economy” by Bengt Holmstrom, Journal of Law Economics & Organisation, 1999
9 “The Theory of the the Firm as Governance Structure: From Choice to Contract” by Oliver E Williamson, 2002
10 “Contracts as Reference Points” by Oliver Hart and John Moore, Quarterly Journal of Economics, 2008

Remove Profit from the Bottom Line

 

Why executives should always listen to unreasonable activists

Andrew Edgecliffe-Johnson in The FT

When Christabel Pankhurst argued the case for women’s suffrage to members of the London Stock Exchange in 1909, the Financial Times reported that her address excited “a few remonstrative ‘Oh, ohs!’ [but] was punctuated throughout by genuine applause, as well as a good deal of merriment at her humorous sallies”. 

After three years of failing to convert such applause into voting rights, however, the movement led by Pankhurst and her mother Emmeline adopted less amusing tactics, and the business pages’ view of it darkened. Arson attacks on post boxes in the City of London in 1912 left the FT fulminating about the need for “drastic measures . . . to protect the community as a whole from the mischievous intentions of a small and insubordinate section”. 

Why dredge this history up now? Because today’s business leaders are being confronted by a new generation of agitators whose aims they consider unrealistic, whose methods they consider unreasonable but whose message will probably prove worth heeding in the long run.  

This year’s annual meeting season has seen protests over executive pay at companies from AstraZeneca to GE. Nuns have harangued Amazon over its facial recognition technology and taken on Boeing over its lobbying. Diversity advocates have castigated boards for moving too slowly to achieve racial and — a century after the suffragettes — gender equality.  

No subject has attracted more militancy of late, however, than companies’ contributions to climate change. And no clash has defined this shareholder spring more clearly than the revolt at ExxonMobil, in which Engine No 1, an activist investor with a minute stake and an aversion to fossil fuels, fought its way on to the $250bn oil major’s board.  

“This is like the shot heard around the world,” says Robert Eccles, a Saïd Business School professor. Other companies and investors are realising that “if this little hedge fund can do this to ExxonMobil then, oh, things are different”.  

Shareholders’ views of Big Oil were already shifting faster than Exxon had changed its business model, Eccles notes, but like Pankhurst’s troublemakers: “You needed the spark: they blew up the mailbox.”  

Before Engine No 1, there was the civil disobedience of Extinction Rebellion, which has dumped fake coal outside Lloyd’s of London and blockaded News Corp printing sites in the past year. Environmental campaigners had targeted the offices of JPMorgan Chase in New York and BlackRock in Paris. And Greta Thunberg had shown up at the World Economic Forum last year and rubbished Davos-goers’ tree-planting incrementalism.  

Such zealous tactics seem guaranteed to generate more irritation than applause. As Eccles puts it, “here are people who . . . don’t hold any of the cards. Unless you’re breaking the rules or using the rules really aggressively, as Engine No 1 did, you can’t get attention.” 

That makes them easy to dismiss. People on both extremes of the fossil fuels debate “are a little nuts”, Warren Buffett told Berkshire Hathaway’s annual meeting last month.  

Maybe, but from street style to fashions on Wall Street, new ideas tend to start on the fringes. The examples of the Pankhursts and successive campaigners for causes ranging from civil rights to gay rights suggest that the most powerful ideas become mainstream in the end.  

That rarely happens overnight: it took until 1928 for British women to gain electoral equality with men. But today’s irritants can serve as harbingers of tomorrow’s consensus.  

That should make them valuable to any company wanting to understand the risks and opportunities in the years ahead. Every CEO knows that society’s expectations of business are constantly changing, but few have worked out that their harshest critics might help them position themselves for those shifts. 

Society’s expectations still matter most to boards when expressed through their shareholders’ votes, and the continued growth of socially conscious investing suggests that the agendas of provocateurs and portfolio managers are converging.  

This week, for example, a UBS survey of rich investors found 90 per cent of them claimed that the pandemic had made them more determined to align their investments with their values.  

That report again underscored how younger capitalists are driving this process: almost 80 per cent of investors under 50 said Covid-19 had made them want to make a bigger difference in the world, compared with just half of the over-50s. It is worth executives asking themselves which of those demographics they are spending more time with.  

Exxon’s unreasonable activists showed it that the world had changed and it had not. The question for other companies is whether they can learn such lessons less painfully.  

Does this mean that boards should bend to every crank who berates them at an annual meeting? No, but companies should avoid dismissing every critic as a crank, and study the agitators for early warning signs of what may become groundswells.  

Executives love to talk about innovation and “first-mover advantage”. If they are serious, they should spend more time thinking about where today’s fringes suggest tomorrow’s mainstream will be. Sometimes a small and insubordinate section points the way for the community as a whole. 

After Wirecard: is it time to audit the auditors?

The industry’s failure to spot holes in the accounts of several collapsed companies has led to clamour for reform writes Jonathan Ford and Tabby Kinder in The FT


At the end of 2003, the Italian dairy company Parmalat descended into bankruptcy in an eye-catchingly abrupt manner. A routine bank reconciliation revealed that €3.9bn of cash which Parmalat was supposed to have at Bank of America did not actually exist.

The scam that emerged duly blew apart one of Italy’s best-known entrepreneurial companies, and sent its founder, Calisto Tanzi, to prison for fraud. Dubbed Europe’s Enron, it humiliated two large auditing firms, Deloitte and Grant Thornton, and ended up costing the former $149m in damages. 

Yet it rested on an apparently simple deception: the reconciliation letter on which the auditors were relying had been forged. 

There were shades of Parmalat’s collapse again last week when, nearly two decades later, another fast-growing European entrepreneurial company blew up in strikingly similar circumstances. 

After years of public questions about the reliability of its accounts, primarily from the FT, the German electronic payments giant, Wirecard, was forced to admit to a massive hole in its balance sheet. 

Rattled by the failure of an independent probe by KPMG to verify transactions underpinning “the lion’s share” of its reported profits between 2016 and 2018, and unable to publish its results due to issues eventually raised by its longstanding auditors EY, Wirecard finally capitulated. It announced that purported €1.9bn cash balances at banks in the Philippines probably did “not exist” and parted company with its chief executive Markus Braun. Evidence relied on by EY had been bogus. 

It remains unclear exactly how the crucial confirmation slipped through the cracks. According to one EY partner: “The general view internally is that confirming historic cash balances is auditing 101, and [that] ordinary auditing processes were followed, including third party verification, in which case the fraud was sophisticated in its use of false documents.” 

Others, however, take a less charitable view of such slip-ups, especially when, as with both Wirecard and Parmalat, they were preceded by so many questions about the reliability of the figures. 

“The integrity of the cash account [which records cash and should reconcile to all the other items in the accounts] is totally central to the whole system of double-entry bookkeeping,” says Karthik Ramanna, professor of business and public policy at Oxford’s Blavatnik School of Government. “If there is no integrity to the cash account, then the whole system is just a joke.” 

Shareholder support 

Wirecard’s collapse is the latest in a wave of accounting scandals that has swept through the corporate world, including UK outsourcing group Carillion and Abu Dhabi-based hospital group NMC Health, as well as alleged frauds at the mini-bond firm London Capital & Finance (LCF) and the café chain Patisserie Valerie. 

Many fear a further surge as the Covid-19 lockdown washes away those companies with weakened balance sheets or business models in the coming months. 

Questions about “softball” auditing have dogged many recent high-profile insolvencies. Carillion’s enthusiasm for buying companies with few tangible assets for high prices led it to build up £1.5bn of goodwill on its balance sheet. Despite vast losses at some of those subsidiaries, it had written down the value of just £134m of that goodwill when the whole edifice caved in. 

Similar questions hang over LCF, where close reading of the notes in the last accounts it published show how the estimated fair value of its liabilities far exceeded that of its assets in 2017, making it technically insolvent roughly 18 months before it collapsed taking with it more than £200m of savers’ cash. Yet EY gave the accounts a clean bill of health. 

Such cases have raised concerns about the independence of auditors, and their willingness to challenge the wishes of management at the client, who are often driven by their own desire for self-enrichment or survival. 

“It’s so important if you want to keep the relationship to have a rapport with the finance director,” says a financier who once worked at a Big Four auditing firm. “It is basically sometimes easier to swallow what you are told.” 

It is a problem that has deepened with the adoption of modern accounting standards. Over the past three decades, these have progressively dismantled the traditional system of historical cost accounting with its emphasis on the verifiability of evidence and using prudent judgment, replacing it with one based on the idea that the primary purpose of accounts is to present information that is “useful to users”. 

This process has allowed managers to pull forward anticipated profits and unrealised gains, and write them up as today’s surpluses. Many company bonus schemes depend on the delivery of the “right” accounting numbers. 

In theory, shareholders are supposed to provide a check on the influence of self-interested bosses. They choose the auditors and set the terms of the engagement. But in practice, investors tend not to assert themselves in the relationship. Scandals rarely lead to the ejection of auditors. 

So after UK telecoms group BT announced a £530m writedown in 2017 because of accounting misstatements at its Italian business, the auditors, PwC, were not sanctioned by investors. Far from it, the firm was reappointed with more than 75 per cent support. And when EY came up for re-election at Wirecard in the summer of 2018, despite rumblings about the numbers, it was voted back by more than 99 per cent. 

Tight budgets and timetables 

 It is not only an auditor’s desire for an easy life that can drain audits of that all important culture of challenge. There are practical issues too. Tight budgets and timetables limit the scope for investigation. 

Audit fees in Europe are far below those in the US. Audits of Russell 3000 index companies in the US cost 0.39 per cent of company turnover on average. Those in Europe average just 0.13 per cent, while for German companies it is a feeble 0.09 per cent. 

With fees low, auditing teams are often stretched thin, with only limited support from a partner out of a desire to limit costs and maximise the number of audits done. Audit is traditionally the junior partner in a big accountancy firm, with around four-fifths of the Big Four’s profits coming from the non-audit consultancy side. 

Take the last audit of BHS under the ownership of Philip Green, who sold the failing UK retailer to a little known entrepreneur, Dominic Chappell, in 2015. The chain subsequently collapsed the following year. 

The PwC partner, Steve Denison, recorded only two hours of work auditing the financial statements. The number two, an auditor with just one year’s post-qualification experience, recorded 29.25 hours, and the more junior team members 114.6 hours. Mr Denison was later fined for misconduct and effectively banned by the audit regulator. 

According to Tim Bush, head of governance and financial analysis at the Pensions & Investment Research Consultants, a shareholder advisory group, this reliance on juniors tends to result in “box checking” rather than an investigative approach to audit processes. “Audit teams are less likely to have a feel for the company’s business model,” he says. 

This in turn can open the door to abuse. Scams often hinge on faith in some implausible business activity. Parmalat’s €3.9bn cash pile, for instance, was supposed to have come from selling milk powder to Cuba. But an analysis of the volumes claimed suggested that if the company’s numbers were accurate, each of the island’s inhabitants would have needed to be consuming 60 gallons a year. 

As the author Richard Brooks noted in his book The Bean Counters: “It shouldn’t have been difficult for a half-competent audit firm to spot.” 

No ‘golden age’ 

The academic Prem Sikka rejects the idea that auditing has gone downhill in the past few decades. “Go back into history and you will find there was never a golden age,” he says. 

He argues that most of the weaknesses are of longstanding vintage, and are down to a lack of accountability. “On the audit side, there is no transparency. You have no idea as a reader of accounts how much time the auditors spent on the task and whether that was reasonable,” says the professor of accounting at the University of Sheffield. 

While there are signs that the UK regulator is getting tougher, it is down to shareholders to provide stronger governance, Prof Sikka says. If they won’t do it, the government should consider setting up a state agency to commission audits of firms and set fees. “It wouldn’t have to be everyone. You could just do large companies and banks.” 

Britain has recently been through a comprehensive review of audit, including how it is regulated and competition in the market, plus a review by the businessman Donald Brydon of its purpose. This devoted many pages to establishing it as a distinct new profession and coming up with new statements to include in already groaning company reports. 

Far from creating new tasks, many observers think that audit should reconnect with its original purpose. This is to assure investors that companies’ capital is not being abused by over-optimistic or fraudulent managers. “At their heart, audits are about protecting capital, and thereby ensuring responsible stewardship of capital,” says Natasha Landell-Mills, head of stewardship at the asset manager Sarasin & Partners. 

Yet modern accounting practice has made audits more complicated while watering down the legal requirement to exercise the judgment needed to ensure the numbers are “true and fair”. Despite the endless mushrooming of numbers, it is no easier to know if the capital is really present and can thus justify the payment of dividends and bonuses. 

Michael Izza, chief executive of the Institute of Chartered Accountants in England and Wales says auditors need a “renewed focus on internal controls, going concern and fraud. The vast majority of business failures are not the fault of the auditor, but when audit quality is a contributory factor, the problem generally involves these three fundamental areas.” 

Mr Bush thinks a radical simplification is in order. “Without clarity there is never going to be proper accountability,” he says. “What we have is a recipe for weak auditing, and ever more Wirecards and Parmalats. In the extreme it facilitates Ponzi schemes. Stay on that route and it won’t be long before you come unstuck.”

Why some companies will survive this crisis and others will die

Andrew Hill in The Financial Times 

The first written document about a Stora operation, a Swedish copper mine, dates back to 1288. Since then, the company — now Finland-based paper, pulp and biomaterials group Stora Enso — has endured through attempts to end its independence, the turmoil of the Reformation and industrial revolution, wars, regional and global, and now a pandemic. 

“It would have been catastrophic for [Stora] to concentrate on its business in an introverted fashion, oblivious to politics. Instead the company reshaped its goals and methods to match the demands of the world outside,” writes Arie de Geus, describing one particularly turbulent era in the 15th century in his 1997 book The Living Company, shaped round a study of the world’s oldest companies he conducted for Royal Dutch Shell. 

This is wisdom that companies today, wondering how to survive, let alone thrive, could use. Alas, de Geus himself is not around to help them: he died in November last year. 

Part of his work lives on through the scenario-planning exercises that I identified last week as one way of advancing through the uncertainty ahead. The multilingual thinker was Shell’s director of scenario planning, where he developed the distinction between potential futures (in French, “les futurs”) and what was inevitably to come (“l’avenir”). 

He also lived through the aftermath of the second world war, which destroyed Rotterdam, the city of his birth, and encouraged him and his friends to seek jobs within the safe havens of great corporate institutions, such as Shell, Unilever and Philips. 

It is not a given that all the oldest or largest companies will outlive this crisis. Those that do, however, should take a leaf out of de Geus’s book. 

Longtime collaborator and friend Göran Carstedt, a former Volvo and Ikea executive, says he discussed with de Geus last year how near-death experiences enhance the appreciation of being alive. “Things come to the fore that we took for granted. You start to see the world through the lens of the living,” he told me. “Arie liked to say, ‘people change and when they do, they change the society in which they live’.” That went for companies as much as for societies. Long-lived groups such as Stora owed their survival to their adaptability as human communities and their tolerance for ideas, as much as to their financial prudence. 

These are big ideas for business leaders to ponder at a time when most are desperately trying to keep their heads above the flood or, at best, concentrating on the practicalities of how to restart after lockdown. In her latest update last month, Stora Enso’s chief executive sounded as preoccupied by pressing questions of temporary lay-offs, travel bans and capital expenditure reductions as her peers at companies with a shorter pedigree. 

Some groups that meet de Geus’s common attributes for longevity are still likely to go under, simply because they find themselves exposed to the wrong sector at the wrong time. 

Others, though, will find they are ill-equipped for the aftermath. What he called “intolerant” companies, which “go for maximum results with minimum resources”, can live for a long time in stable conditions. “Profound disruptions like this will simply reveal the underlying schisms that were already there,” the veteran management thinker Peter Senge, who worked with de Geus, told me via email. “Those who were on a path toward deep change will find ways to use the forces now at play to carry on, and even expand. Those who weren’t, won't.” For him the core question is whether those who interpret the pandemic as a signal that humans need to change how they live will grow to form a critical mass. 

For decades after the war, big companies did not change the way they operated. They took advantage of young people who believed material security was “worth the price of submitting to strong central leadership vested in relatively few people”, de Geus wrote. Faced with this crisis, though, de Geus would have placed his confidence in those companies that had evolved a commitment to organisational learning and shared decision-making, according to another close collaborator, Irène Dupoux-Couturier. 

The pressure of this crisis is already flattening decision-making hierarchies. Progress out of the pandemic will be founded on technology that reinforces the human community by encouraging rapid cross-company collaboration. 

De Geus was adamant that a true “living company” would divest assets and change its activity before sacrificing its people, if its survival was at stake. That optimism is bound to be tested in the coming months but it is worth clinging to. 

“Who knows if the characteristics of Arie’s long-lived companies . . . boost resilience in such situations as this?” Mr Senge told me. “But it is hard to see them lessening it.”

Britain, headquarters of fraud. The strange case of Kevin Brewer

Oliver Bullough in The Guardian

Officials get fed up with accusations that Britain is a cesspool of dirty money; that they do too little to check the wealth hidden behind shell corporations. They grouse among themselves that their critics overlook the work they’re doing to expose the money flows and to drive out the corrupt.

When they do get a win, therefore, they trumpet it. Last month, Companies House successfully prosecuted someone who had lied in setting up a company, the kind of white-collar crime committed by the sophisticated fraudsters who fleece ordinary Brits every day, and the government went large. “This prosecution – the first of its kind in the UK – shows the government will come down hard on people who knowingly break the law and file false information on the company register,” crowed business minister, Andrew Griffiths, in a press release.

A Warwickshire businessman called Kevin Brewer had pleaded guilty, paid a fine and the government’s costs: a total of more than £12,000. His crime had been to falsely claim that two companies he created belonged, in one case, to the MP Vince Cable, and, in the other, to the MP James Cleverly, Lady Neville-Rolfe and an imaginary Israeli. At first, the public response to the news was everything the press release’s authors could have hoped for. The Times splashed with the details of the crime – the government was tough on fraud, tough on the causes of fraud. But the victory was short-lived. Within a month of the triumphant press release, Tory MP John Penrose, the government’s anti-corruption champion, was slamming the prosecution as “a bone-headed exercise in shooting the messenger”. Brewer may have been, by his own admission, naive, but he was trying to expose a flaw in British regulations that enables frauds totalling hundreds of billions of pounds. His reward was years of being ignored and, finally, a criminal record. “That has to be wrong,” said Penrose.

 Lady Neville-Rolfe was minister responsible for Companies House when Kevin Brewer set up a company that included her as a director and shareholder. Photograph: Richard Gardner/REX/Shutterstock

The 4m corporate vehicles in the British registry are the building blocks of our economy, crucial to our prosperity. Hidden among them, however, like pickpockets in a crowd, are thousands of fake companies used by fraudsters to commit their crimes. Companies let criminals look legitimate and make their frauds, tax evasion or kleptocracy resemble normal business activity.

These fake companies have tell-tale flaws: invented addresses, offshore ownership, dormant companies acting as other companies’ directors. The strange thing about Brewer’s companies, however, is that they did not have these flaws. They were registered to Brewer’s address; his business acted as their agent; he wrote to the MPs and the peer to tell them he had created companies in their names; and he dissolved the companies after he’d done so.

If he was a criminal, he was a very strange one: a bank robber who took no money, left his business card on the counter and wrote the manager a letter confessing to the crime. Yet, while real bank robbers are getting away with theft all around us, Brewer ended up in court. His is a story that goes to the heart of Britain’s ramshackle approach to tackling money laundering and exposes our shameful failure to combat a crime that spreads far beyond our borders.

Brewer, who turned 66 on Saturday, is a company formation agent and reckons he has created half-a-million corporate vehicles since 1984. “It grew into a national enterprise, forming companies for anybody in the country,” he told me. “My main clients were solicitors and accountants, professional clients more than the public, because of – I’d like to say – the quality of the service.”

Part of that service was a rigorous due diligence process: he checked his client’s identity, the source of their funds and the purpose of their company. Often, investigators from the police or the Revenue & Customs would ask to look at his files and he would help them discover who was behind a company that had committed a crime. “I’ve given witness statements in very large trials. The Serious Fraud Office sent me a thank-you letter,” he said.


For the price of fish and chips, anyone could log in, form a company, put in any name they liked – Mickey MouseKevin Brewer


His problems began in 2011 under the coalition government, when business secretary Vince Cable opened up Companies House’s online registration system. As part of a drive to make the country more entrepreneurial, anyone could now register a company via the registry’s web portal, rather than doing it on paper or going via an intermediary such as Brewer. You may remember the “Britain Is Great” advertising campaign from bus stops in 2012: one strapline boasted that it took less than 24 hours to incorporate in the UK. Ministers thought this was good; Brewer thought it was awful.

“For the price of some fish and chips, anyone in the world could log in, form a company, put in any name they liked, Mickey Mouse and Donald Duck, somebody else’s name, totally fictitious names, get their companies formed and get their certificate,” he said. “You could be in Russia, Jamaica, anywhere.”

Where Brewer had charged £100 for a company, Companies House charged £18; where he checked his client’s intentions and identity, Companies House didn’t check anything. This threatened his business, but it also threatened to unleash fraud on a scale never before seen. He felt sure the government hadn’t considered the consequences of its policy, so he wrote to Cable. “Not only is the policy misguided and costly, it has created massive opportunity for fraud and deception,” Brewer wrote. “To illustrate the point we have created a company in your name without your consent or knowledge and could start trading using your identity.” John Vincent Cable Services Ltd had been incorporated on 23 May 2013, with a single shareholder – the business secretary.

 Illustration: Dom McKenzie

Jo Swinson MP replied on behalf of Cable, explaining at length why Companies House was not covered by anti-money laundering regulations. She also warned that he had committed a criminal offence in creating the fake company, but that she didn’t want to see him prosecuted. The Daily Mirror wrote it up as a curious oddity and that was the end of the matter.

A spokesman for the Department for Business, Energy & Industrial Strategy (BEIS) was careful to point out to me last week that Brewer was not being altruistic when he made his warning to Cable: he was losing business as a result of the changes to Companies House. Although this is true, it does not detract from the fact that Brewer had a point.

British corporate vehicles have enabled fraud on a global scale. The former president of Ukraine used British companies to conceal his property, as did his cronies. The “Russian laundromat”, a complex money-laundering scheme that moved $21m out of Russia, was run through Scottish limited partnerships. Transparency International UK (TI-UK) last year analysed 52 corruption cases and found they involved 766 British corporate vehicles, which had laundered some £80bn. “The human damage inflicted on the victims of these crimes is still being counted,” it said, in its report Hiding In Plain Sight.

Sophisticated financial crime is impossible without corporate vehicles. Carousel fraud, a scam in which traders import goods, sell them to themselves via related companies, before exporting them and claiming back VAT that they never paid, costs the UK £500m to £1bn a year and that is just one category of crime. The UK as a whole loses as much as £193bn a year from fraud, while perhaps another £100bn is laundered through the country’s financial system, according to a National Crime Agency (NCA) report from last year.

In an attempt to stop this happening, David Cameron’s government obliged UK companies to declare a person with significant control (PSC – someone who actually owns the shares) and made it free to search Companies House so as to increase public scrutiny. The trouble is that no one at Companies House is checking the accuracy of the information submitted. No matter how transparent something is, the old tech rule applies: garbage in, garbage out. 

There is a cottage industry of activists seeking discrepancies in Companies House’s data in an attempt to make it do something about this problem. In January, Global Witness analysed PSC entries and found 4,000 toddlers owning companies, as well as one beneficial owner who was yet to be born. Graham Barrow, a City expert on financial crime who is currently working at Deutsche Bank, likes to post amusing cases on his LinkedIn page. A recent example documented the adventures of a man who had spelled his name six different ways, thus foiling attempts to search for him electronically.

However, Companies House doesn’t appear to respond to such revelations. I wrote an article in 2016 that featured a serial company director whose career had been unimpeded by her death four years earlier; two years on and she’s still director of an active company listed on the registry. TI-UK alerted Companies House to active companies that had been involved in the money-laundering schemes it had identified, but no noticeable action appears to have been taken against them.

“I’ve worked for a number of global banks who between them have received multimillion dollar fines and none of them was close to being as bad as Companies House with their due diligence,” Barrow told me. “Poor Kevin Brewer, I feel for him. A man tries to show how bad things are and he’s the one who ends up getting prosecuted.”

Part of the problem is the extraordinary complexity of the money-laundering regulations, which float around in an acronym soup. If an accountant or lawyer creates a company, she will be regulated by one of 22 different bodies, which are in turn overseen by the newly created Office for Professional Body Anti-Money Laundering Supervision (OPBAS), which is part of the Financial Conduct Authority (FCA). Company formation agents such as Brewer, however, are regulated separately, although they’re doing exactly the same job. They report to HMRC, which is a non-ministerial department. When Companies House creates corporate vehicles, meanwhile, it isn’t regulated for anti-money-laundering purposes at all and is an executive agency working with BEIS.

According to Jon Benton, who retired last year after a career investigating corruption and financial crime in the Met, the NCA and the Cabinet Office, most of these agencies don’t even have software that can communicate with the others, let alone share intelligence with them. “I’m in the private sector now and I see the power of the analytical software used by financial institutions. It’s decades ahead of law enforcement,” he told me. “We criticise things in places like the British Virgin Islands, but it’s happening on our doorstep.”

In March, MPs discussed a sanctions and anti-money-laundering bill and Labour’s Anneliese Dodds, a shadow Treasury minister, proposed two amendments that would have addressed the problems identified by Brewer, TI-UK, Global Witness, Barrow, Benton and pretty much everyone else who has looked at Companies House for any length of time. One amendment sought to make the registry liable to money-laundering regulations and the other sought to block anyone not subject to UK regulations from creating UK companies.

“A huge number of companies are created without any checks. We are talking about 251,628 companies last year,” Dodds told the public bill committee. “Our proposal has been portrayed as only a burden, when it could help our constituents from being ripped off by unscrupulous individuals… they can be there by day, fly by night, and leave the unfortunate person who dealt with that company in a very difficult position.”

John Glen, a Treasury minister, replied for the government, repeating many of the same arguments that Jo Swinson used with Brewer in 2013: Companies House is just a repository of information, it has no powers to check the accuracy of what is presented to it. He also stressed that it would not be fair for legitimate companies to have to repeat the kind of identity checks they already do to open bank accounts. “The impact on resources to carry out due diligence on that number of companies would be considerable,” he said. “The overall cost to the UK economy could run into the hundreds of millions of pounds each year.”

TI-UK has also assessed the cost of the kind of changes Labour was arguing for, but came to a figure far below that of the government. It estimated that Companies House could cover the cost of the reform by raising the price of incorporation by just £5-10. That would make incorporating in the UK cost around £20, which would still be cheap by global standards. Buying a company in the British Virgin Islands costs 50 times as much. Frances Coulson, an experienced insolvency solicitor and a director of the Fraud Advisory Panel, which aims to help Britons fight financial crime, said that even a £100 fee would be a price worth paying. “This is a hole, through which people can launder money. I don’t think fixing this would be problematic for business; what’s £100 to them? And it wouldn’t cost the state anything - it’s self-funding,” she said. “There are thousands of companies on the register with nonsense information; we come across them all the time, the information is just nonsense. So the question is what sort of business would it deter? Do we want fraudsters? This wouldn’t deter legitimate business, because they need to do all the same checks to set up bank accounts anyway.”

  Vince Cable, in whose name Kevin Brewer set up one of his fake companies. Photograph: Andrew Matthews/PA

Dodds said that she didn’t think the government had understood the scale of the problem. The proportion of companies created directly with Companies House, rather than via regulated intermediaries, is increasing every year and is approaching 50%. If the ownership information for half of all new companies is non-verified, that brings the integrity of the entire registry into question.

“We need to be absolutely sure that London or Potters Bar, or Glasgow for that matter, are not locations for washing dirty money. Because that’s about stealing money from poor people and we really shouldn’t be helping,” she said. “The only thing that’s happened is this poor bloke has been convicted. It’s outrageous and it needn’t be that expensive to do something properly.”

After Cable lost his position following the 2015 general election, Brewer renewed his campaign with the new all-Conservative government. He wrote to MPs he thought might be sympathetic and to ministers, trying to persuade them this flaw in Britain’s anti-money-laundering defences was something they should be concerned about.

He won a friendly response from James Cleverly, leader of the Free Enterprise Group of Tory MPs, and he hoped to persuade Neville-Rolfe, who was then the minister responsible for Companies House. He decided to repeat the trick that had failed to impress Cable and incorporated a new company – Cleverly Clogs Ltd – on 17 May 2016.

Cleverly and Neville-Rolfe were shareholders and directors, alongside the fictitious Israeli Ibrahim Aman (whose home address, for some reason, Brewer listed as being in a shopping mall in Braintree). It didn’t help, however. The meeting with Cleverly was cordial, but he never got to meet Neville-Rolfe and ministers were every bit as noncommittal as their Lib-Dem predecessors. “It got nowhere; I was disillusioned and had come to the end of the road really. I didn’t think there was much more than I could do. That was 2016,” he said.

He may have been finished with Companies House, but Companies House wasn’t finished with him. An investigator from the Insolvency Service interviewed him under caution, so Brewer showed him the correspondence, explained how he’d told Companies House about his stunts, tried to tell the people whose names he’d used, explained that he’d been trying to highlight a problem. “I hadn’t done anything for nefarious purposes; I closed the companies immediately after. Nobody said I was going to get prosecuted,” he told me. “I’d just been a bit naive in my actions, which were well-intentioned, to try to get dialogue, because I felt they just didn’t understand. Every letter you got back from whatever minister was virtually word for word the same.”

Then, on 11 December last year came the summons to Redditch magistrates’ court. He consulted a lawyer and pleaded guilty on 15 March. With the fine, his own costs and those of the government, he was £22,800 out of pocket.

This was the decision that so appalled Penrose, the anti-corruption champion. “The only prosecution that has ever been brought was the gentleman who was trying to point out the problem in the first place, and admitted it, and drew it to the authorities’ attention. And what did he get for his pains? A £22,000 [bill],” he said, at the media-focused Frontline Club’s regular kleptoscope event (full disclosure: which I organise and host) in London on Wednesday. “That cannot be right, that has to be wrong. But it rather self-evidently proves the point that we’re not paying enough attention to whether this information is being filed properly and I’ve already taken this up in the last 24 hours with ministers.”

It took me most of a day to discover who had taken the decision to prosecute Brewer. BEIS, the department whose minister, Andrew Griffiths, was so enthusiastic in the original press release, passed me on to Companies House, which credited the decision to unnamed “prosecutors”. A spokesman for the Crown Prosecution Service told me with undisguised relief that the decision had had nothing to do with them. Eventually, the buck stopped with the Insolvency Service, where a spokesman confirmed that they had received a file from Companies House. “The Insolvency Service Prosecutor concluded that there was sufficient evidence to institute criminal proceedings with regards to the Code for Crown Prosecutors and that it was in the public interest to do so,” he said.

The Code for Crown Prosecutors is an 18-page document laying out what to consider before taking someone to court. It is divided into stages and this case would have clearly passed the evidence stage, since Brewer himself had either provided all the evidence needed or else left it in plain sight in the files of Companies House. The public interest stage was a more interesting hurdle to overcome, however, particularly the requirement to consider the “circumstances of the victim”. Who exactly was the victim of Brewer’s crime?

Neville-Rolfe, who had no warning or explanation for what had happened, never met Brewer and didn’t realise it was supposed to be a stunt, said it felt like a violation, almost as if she’d been hacked. Cleverly, however, who had met Brewer and perhaps realised the robust nature of his sense of humour, has confirmed that he sees no reason for Brewer to be prosecuted.

Cable, now leader of the Liberals Democrats, said in a statement that he thought this was an overreaction. “The civil servants were doing their job trying to protect me because they were worried this was a scam. However, in retrospect. this was heavy handed and they did not sufficiently realise that Kevin Brewer was trying to improve the system,” he said. “They should drop the fine.”

Should the Big Four accountancy firms be split up?

Natasha Landell-Mills and Jim Peterson in The Financial Times

Yes - Separating audit from consulting would prevent conflicts of interest.

Auditors are failing investors. The situation has become so dire that last week the head of the UK’s accounting watchdog said it was time to consider forcing audit firms to divest their substantial and lucrative consulting work, writes Natasha Landell-Mills. 

This shift from the Financial Reporting Council, which opposed the idea six years ago, is welcome. But breaking up the Big Four accountancy firms — PwC, KPMG, EY and Deloitte — can only be a first step. Lasting reform depends on auditors working for shareholders, not management. 

Auditors are supposed to underpin trust in financial markets. Major stock markets require listed companies to hire auditors to verify their accounts, providing reassurance to shareholders that material matters have been inspected and their capital is protected. In the UK, auditors must certify that the published numbers give a “true and fair view” of circumstances and income; that they have been prepared in accordance with accounting standards; and that they comply with company law. 

But audit is failing to meet investors’ expectations. The failure of Carillion, linked to aggressive accounting, is just the latest high profile example. And this is not just a UK phenomenon. The International Forum of Independent Audit Regulators found that 40 per cent of the audits it inspected were sub-standard. 

Multiple market failures need to be addressed. The most obvious problem is that audit quality is invisible to those whom it is intended to benefit: the shareholders. It is difficult to differentiate good and bad audits. Even with the introduction of extended auditor reports in the UK (and starting in 2019 in the US), formulaic notes about audit risks often hide more than they convey. 

Even when questions are raised about the quality of audits, shareholders almost always vote to retain auditors, with most receiving at least 95 per cent support. Last year, 97 per cent of Carillion shareholders voted to re-appoint KPMG. Lack of scrutiny creates space for conflicts of interest. Auditors who feel accountable to company executives rather than shareholders will be less likely to challenge them. These conflicts are exacerbated when audit firms also sell other services to management teams, particularly if that consultancy work is more profitable. 

The dominance of the Big Four in large company audits is another concern: when large and powerful firms are able to crowd out high quality competitors, the damage is lasting. 

Taken together, these failures have resulted in a dysfunctional audit market that needs a broad revamp. Splitting audit from consulting would prevent the most insidious conflict of interest. When non-audit work makes up around 80 per cent of fee income for the Big Four (and just over half of income from audit clients), the influence of this part of the business is huge. 

Current limits on consulting work have not eliminated this problem. They are often set too high or can be gamed, while auditors can still be influenced by the hope of winning non-audit work after they relinquish the audit mandate. 

There is quite simply no compelling reason why shareholders should accept these conflicts and the resulting risks to audit quality introduced by non-audit work. But other reforms are necessary. 

Auditors should provide meaningful disclosures about the risks they uncover. They need to verify that company accounts do not overstate performance and capital and that unrealised profits are disclosed. 

Engagement between shareholders and audit committees and auditors should become the norm, not the exception. Shareholders need to scrutinise accounting and audit performance, and use their votes to remove auditors or audit committee directors where performance is substandard. 

Finally, the accounting watchdogs must be far more robust on audit quality and impose meaningful sanctions. Even the best intentioned will struggle against a broken system. 


No — Lopping off advisory services would hurt performance 

The recent spate of large-scale corporate accounting scandals is deeply worrying and raises a familiar question: “Where were the auditors?” But the correct answer does not involve breaking up the four professional services firms that dominate auditing, writes Jim Peterson. 

Forcing Deloitte, EY, KPMG and PwC to shed their non-audit businesses would neither add competition nor boost smaller competitors. Lopping off the Big Four’s consulting and advisory services would degrade their performance, weaken them financially, and hamper their ability to meet the needs of their clients and the capital markets. 

Although the UK regulator is raising competition concerns, the root problem is global. The growth of the Big Four, operating in more than 100 countries, reflects their multinational clients’ needs for breadth of geographic presence and specialised industry expertise. 

 The yawning gap in size between the Big Four and their smaller peers has long since grown beyond closure: even the smallest, KPMG, took in $26.4bn in 2017, three times as much as BDO, its next nearest competitor. If pressed, risk managers of the smaller firms admit to lacking the skills and the risk tolerance even to consider bidding to audit a far-flung multinational. 

The suggestion that competition and choice would be increased by splitting up the Big Four is doubly unrealistic. Forcing them to spin off their non-auditing business would not create any new auditors. We would continue to see dilemmas like the one faced by BT last year when it set out to replace PwC after a £530m discrepancy was uncovered in the accounts of its Italian division. The UK telecoms group ended up picking KPMG for want of alternatives, even though BT’s chairman had previously been global chairman of KPMG. 

Similarly, Japan’s Toshiba tossed EY in favour of PwC in 2016, only to suffer disagreements with the second firm — this led to delays in its financial statements and an eventual qualified audit report. Wish as it might, Toshiba has no further choices, because of business-based conflicts on the part of Deloitte and KPMG. 

A split by industry sector — say, assigning auditing of banking and technology to Firm A-1, while manufacturing and energy go to new Firm A-2 — would be no better. Each sector would still be served by just four big firms. If each firm were split in half, the two smaller firms would struggle to amass the expertise, personnel and capital necessary to provide the level of service that big companies expect. 

Splitting auditing from advisory work is a solution in search of a problem. Many jurisdictions, including the UK, EU and US, restrict the ability of firms to cross-sell other services to their audit clients. Concerns about inherent conflicts of interest are overblown. 

The enthusiasm for cutting up the Big Four also fails to recognise how the world is changing. The rise of artificial intelligence, blockchain and robotics is reshaping the way information is gathered and verified. Auditors will need more — rather than less — expertise. 

Warehouse inventories, crop yields and wind farms will soon be surveyed rapidly and comprehensively in ways that could easily displace the tedious and partial sampling done for decades by squadrons of young audit staff. But to take advantage of these advances, auditors need to have the scale, the financial strength and the technical skills to develop and offer them. 

These tools will also deliver data that management needs for operational and strategic decision making. If auditors are to be barred from providing this kind of advisory work, the legitimacy of methods that have prevailed since the Victorian era is under threat. Investors will require some sort of audit function, but who would provide it? Splitting up the Big Four will achieve nothing if they fail and are replaced by arms of Amazon and Google. 

Auditors should be held accountable for their mistakes, but these issues are too complex for simplistic solutions. Rather than a quick amputation, we need a full-scale re-engineering of the current model with all of its parts.

Zombie companies walk among us

Tim Harford in The Financial Times


For vampires, the weakness is garlic. For werewolves, it’s a silver bullet. And for zombies? Perhaps a rise in interest rates will do the trick. 

Economists have worried about “zombie companies” for decades. Timothy Taylor, editor of the Journal of Economic Perspectives, has followed a trail of references back to 1989, noting sightings of these zombies in Japan from the 1990s, and more recently in China. The fundamental concern is that there are companies which should be dead, yet continue to lumber on, ruining things for everyone. 

It’s a vivid metaphor — perhaps a little too vivid — and it is likely to be tested over the months and years to come if, as almost everyone expects, central banks continue to raise interest rates back to what veterans might describe as “normal”. 

Claudio Borio of the Bank for International Settlements recently gave a speech in which he worried about the tendency of low interest rates to sustain zombie companies. Mr Borio has consistently been concerned about the distorting effects of low interest rates, but the zombie element of his argument adds a new twist.

Researchers at both the BIS and the OECD, the club of wealthy nations, have found evidence that low interest rates seem conducive to the existence of zombies, which they define as older companies that don’t make enough money to service their debts. As interest rates have fallen around the world, such zombies have become more prevalent and have also shown more endurance. 

On average, across the US, Japan, Australia and western Europe, the proportion of firms that are zombies has risen fivefold since 1987, from 2 to 10 per cent. The zombies walk among us. 

Why should we worry? One obvious answer is that zombies absorb resources. If a zombie retailer occupies a space on the high street, that makes it harder and more expensive for a start-up or a successful competitor to move in. The same goes for any resource from advertising space to electricity, and of course it goes for staff, too. 

We would usually expect a thriving company to be able to outbid the walking dead for anything necessary, from a finance director to a unit in an industrial estate. But the status quo always has a certain power, and in some cases, the zombie might be at an unfair advantage. 

Consider a zombie bank, propped up by a government guarantee but basically insolvent. Gambling on resurrection, it tries to expand by offering high rates to depositors and cheap loans to creditors. In the late 1980s, Joseph Stiglitz — later to win a Nobel memorial prize in economics — proposed a “Gresham’s law” of savings-and-loan associations based on this tendency: bad associations crowd out good ones. 

More recently, the collapse of Carillion, a large British outsourcing and construction firm, showed a similar dynamic. The more Carillion struggled, the more desperate it became to win new business — which meant aggressive bids in competitive auctions, dooming Carillion while starving competitors of business. 

Having written an entire book about the importance of failure, I am naturally sympathetic to Mr Borio’s argument. Modern economies have a low failure rate — probably too low. Still, one should not be too cavalier about this point. To ordinary ears, bankruptcy sounds unambiguously bad. If you spend too much time thinking about zombie firms and economic dynamism, bankruptcy starts to sound unambiguously good. 

Cut down those zombies and let highly productive new firms grow in the rich soil, fertilised by those zombie corpses, sounds like — forgive the play on words — a no-brainer. But should we really be so pleased that so many of the UK’s coal mines, or the auto suppliers of Detroit, have been successfully killed off? If nothing has replaced them, there is nothing to celebrate. 

One of the lessons of recent economic research by economists David Autor, David Dorn and Gordon Hanson has been that productive new firms do not necessarily spring up as we might have hoped. Mr Autor and his colleagues have, in a series of influential papers, tracked local areas subject to the sudden shock of competition from imported Chinese products. Their conclusion: recovery is neither quick nor automatic. 

Nor is it always easy for laid-off workers to stroll into fresh jobs: if you have worked for several years stitching soft toys, then the obvious next step when the toy factory lays you off is to start stitching shirts or trousers instead. Unfortunately, that is also the obvious next move for the importers, or the robots. 

We can make a long list of policies that might help new productive firms to get started and expand: education, infrastructure, flexible regulations, small-business finance and so on. There is some evidence in favour of these policies, but no checklist can guarantee results. 

Still, that is where to focus our attention as the zombies start to expire. The easier it is to start a new idea, the more hard-nosed we can be about killing off the old ones. It is necessary that the zombies must die, but that cannot be where the story ends.