First, read David Dayen on Darden, Starboard, and how many private equity and hedge funds are basically, well, if looters is a strong term, let’s call it strident, not inaccurate.

The short version is that a standard maneuver in the outside financier playbook is to find a company that is, basically, two companies – one providing goods or services, the other a large landowner. They then split the company in two and profit as landlords regardless of who they lease their space to.

This plays into an old hobby horse of mine, which is the nature and purpose of the firm. In the theoretical world of neoclassical economics, with low transaction costs and information approximating perfect, it doesn’t really make sense for these two companies to be one company – or at least, not any more sense than it does for them to be two.

But there is substantial value in them being unified. In cyclical economies defined by uncertainty and high transaction costs, many companies face cyclical fluctuations in revenue but not expenses, leaving them vulnerable to fixed cost shocks that may not be ameliorable by spending down savings or accessing credit, especially since credit tends to be scarcest just as these shocks are fiercest. That means a restaurant chain, for example, could be put out of business simply by failing to pay its rent during lean years even if it was flush during expansions. This is a deep myopia of the highly financialized capitalist system we current have. Investors both fail to recognize fusing land ownership with other industries to be, essentially, a form of saving and/or cost smoothing and wouldn’t care anyway because why not just juice the stock or pay out a massive dividend and bail.

Capitalism in many ways truly does thrive on creative destruction – and if anyone seems ripe to be creatively destroyed, it appears to be Olive Garden. Yet by making creative destruction such a shibboleth we’ve lost sight that there is also value in its opposite – institutional preservation. Institutions are repositories of knowledge. Destroying them can destroy the knowledge they hold collectively. Putting their existing stock of resources can involve tremendous transaction costs. Making more institutions more vulnerable to cyclical fluctuations means more institutions will implode when economies cycle, which exacerbates those cycles and destroys value unnecessarily.

A great example of this was the auto bailouts. These were high-fixed-cost manufacturers exceptionally vulnerable to a deep cyclical shock. There was no private finance ready to see them through uncertainty to profitability. So the state invested in forestalling the needless implosion of these institutions because the alternative was imposing not just needless private costs but also bearing large socialized costs from the wrenching transition to whatever followed the liquidation of the American auto industry. Without picking apart every controversial aspect of the program, it makes perfect sense in principle but only if you acknowledge the limitations of private markets to mitigate against widespread disasters with socialized costs.

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