This is especially true if the dog is eating you at the same time. Yet, the canine-ibalistic metaphor, dog eat dog, is the basis of our modern form of capitalism. Devour or be devoured.
On paper, some mergers may seem sufficiently benign as to benefit society. For example, it might be argued that the consolidation of our cell phone industry so that we can talk anywhere, is a good thing even though the costs are not going down. It might be argued that allowing media companies to buy other media companies created a scale of business which could simultaneously improve service, choice and lower cost, and that’s a good thing, if it happened that way. It might be argued that allowing Arthur Daniels Midland to gobble up the grains and seed producers has led to increased yield, more efficiency and a more dependable food supply, if we hadn’t let them corner the markets, drive up costs and wipe out most of the small farms around the world. Ditto oil companies. Ditto consumer products companies. Ditto the retailers. It might be argued that allowing our banks to merge across state lines and offer sophisticated financial products allowed them to compete in global markets and that was a good thing. Okay, you get the point, we’ve lived through consolidation of virtually every American industry.
What were the downsides to the chien du jour? When an acquisition or merger is pending, there is a lot at stake: stock prices and option value, interest rates on the borrowed money, poison pill benefits for management, risk of a bidding war, commissions on the transaction, etc. Most companies hire public relations counsel and equip lobbyists with unlimited campaign contributions to ensure the spin stays positive and the deals always are approved by the regulators. This results in a minimum of downside discussion. But let us look back at just one.
Banks. Once upon a time, there were state and federally charter banks in most every city in the country. Locally owned and managed. The people who ran these banks, your neighbors, made their own decisions and that made them powerful and important citizens in our little worlds. They were active in local boards and charities and were dependable contributors. They provided advice to small business. Acted as community leaders. They ran ads in their local newspapers and on their local broadcast stations. Hired local ad agencies, accountants and lawyers. Used local florist and caterers. Local printers and mailing houses. Local maintenance and janitorial firms. These banks managed their risks by lending to people they knew. This was not always fair, but it was the way it was. Each of these banks were subject to frequent audit to ensure the risks were sound.
Then along came the deregulation movement led by lobbyists for the biggest banks (more than $300 million was spent on lobbyists during the 20-years to deregulate banks) and the Depository Institutions Deregulation and Monetary Control Act of 1980 which, among other things, began the phased-repeal of the post-depression law (Glass-Steagall) that controlled speculation, forced state banks to follow the Federal rules, allowed banks to merge, cross state lines, gave all of them access to the Fed Discount Window, deregulated deposit interest, created the new rules for the second mortgages most of us have, and blurred the lines with the Savings & Loans. In 1987, overriding Fed Chairman Paul Volcker, the Federal Reserve Board voted to allow banks to join Wall Street in the securities and underwriting business. Subsequently, Reagan appointed JP Morgan director and pro-deregulation advocate Alan Greenspan as the new chairman. Add a few Bush years and a Republican Congress with a weak President Clinton and let the mergers begin.
So how’d all this turn out? Except for sign companies, not so good. The Savings & Loan industry was destroyed early on at a taxpayer cost of $160 billion. Largely as a result of mergers, the number of banks went from 15,084 in 1984 to 8,256 today. With each merger, many bank employees were either laid off or transferred. Operations centers were shuttered. 80 banks have failed. The cost to bailout troubled banks is expected to be some $4 trillion. Bank layoffs may total more than 160,000. Charity giving by banks has dried up. Bank presidents have been replaced by assistant vice-presidents on community boards. There is no local advertising to help keep the newspapers and local ad agencies afloat. Accountants, lawyers, caterers, janitors, all gone. Bank stock received in mergers is now trading in the single digits wiping out retirement and community wealth. No, not so good.
Maybe it is time we had a new leash law.