Other People's Money, and How the Bankers Use ItBrandeis, Louis Dembitz
History
Other People's Money, and How the Bankers Use It
Brandeis, Louis Dembitz
Banks and banking -- United States; Finance -- United States
“The reason,” says he, “is as apparent as the fact itself. The present
management of that Company started out with the purpose of controlling
the transportation facilities of New England. In the accomplishment of
that purpose it bought what must be had and paid what must be paid. To
this purpose and its attempted execution can be traced every one of
these financial misfortunes and derelictions.”
But it still remains to find the cause of the bad judgment exercised
by the eminent banker-management in entering upon and in carrying out
the policy of monopoly. For there were as grave errors in the execution
of the policy of monopoly as in its adoption. Indeed, it was the
aggregation of important errors of detail which compelled first the
reduction, then the passing of dividends and which ultimately impaired
the Company’s credit.
The failure of the banker-management of the New Haven cannot be
explained as the shortcomings of individuals. The failure was not
accidental. It was not exceptional. It was the natural result of
confusing the functions of banker and business man.
UNDIVIDED LOYALTY
The banker should be detached from the business for which he performs
the banking service. This detachment is desirable, in the first
place, in order to avoid conflict of interest. The relation of
banker-directors to corporations which they finance has been a subject
of just criticism. Their conflicting interests necessarily prevent
single-minded devotion to the corporation. When a banker-director of a
railroad decides as railroad man that it shall issue securities, and
then sells them to himself as banker, fixing the price at which they
are to be taken, there is necessarily grave danger that the interests
of the railroad may suffer--suffer both through issuing of securities
which ought not to be issued, and from selling them at a price less
favorable to the company than should have been obtained. For it is
ordinarily impossible for a banker-director to judge impartially
between the corporation and himself. Even if he succeeded in being
impartial, the relation would not conduce to the best interests of
the company. The best bargains are made when buyer and seller are
represented by different persons.
DETACHMENT AN ESSENTIAL
But the objection to banker-management does not rest wholly, or perhaps
mainly, upon the importance of avoiding divided loyalty. A complete
detachment of the banker from the corporation is necessary in order to
secure for the railroad the benefit of the clearest financial judgment;
for the banker’s judgment will be necessarily clouded by participation
in the management or by ultimate responsibility for the policy actually
pursued. It is _outside_ financial advice which the railroad needs.
Public-domain text, read in full here on John Shaqi.
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