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Re:Verizon closes $4.5B acquisition of Yahoo, Marissa Mayer ... by bogomipz on Tuesday June 13, 2017 @12:58PM (#14546319)
>"I find it interesting that the comments section of the WSJ (a pretty capitalist-friendly corner of the internet) is filled with complaints about Mayer's "overpay" as CEO and outrage over her "golden parachute," while HN (a much less capitalist-friendly corner of the internet) has gone through 40 comments and I've only seen a couple questioning her pay as CEO, and several comments praising her job in the role."

A CEO's compensation is used to retain and motivate that talent to create value for the company. If investors feel dissatisfied with how much they paid for the level of value creation they received on a particular asset that is very much a capitalist sentiment. There is nothing even remotely anti-capitalist about that.

Those hundreds of millions of dollars in CEO pay have to come from somewhere and that somewhere is increasingly company stock. Company stock is an asset that belongs to the company and that company is owned by shareholders. Money spent on "rock star CEOs" is money that could have otherwise been used to deliver more value to shareholders, an example would be returning money to shareholders in the form of dividends.

Re:Verizon closes $4.5B acquisition of Yahoo, Marissa Mayer ... by derefr on Tuesday June 13, 2017 @01:16PM (#14546489)
> Company stock is an asset that belongs to the company and that company is owned by shareholders.

I think this is the key to the confusion: seeing the shareholders as the true "owners" (and therefore controllers) of a corporation is, more and more, associated with socialist undertones: people recognize in phrases like "the shareholders are more important than the CEO" the sentiments of people who call for labor unions and co-ops, which want to assert not only employee shareholdership, but also shareholder primacy.

The current form of "capitalism" that exists in most Western countries, has a corporate structure that's a bit like the Bureaucracy of ancient China: we have self-perpetuating Boards of Directors that—while being nominated by the voting shareholders—also control the opinions of the same shareholders. Where the ideal corporation would be a "representative democracy of the shareholders", the current structure is more akin to a "plutocracy of the directors."

This is the hidden war that is being fought using the proxy of "CEO pay": Board-of-Directors-plutocracy corporate-model-ists like cronyist CEOs that are in their own pocket, doing things that serve the board in particular at the expense of the shareholders generally. They're willing to pay high premiums for this—and, also, when the CEO "comes from" their stock, to throw money at them "just because" (hoping they'll get their own turn to be thrown money at later on.)

Meanwhile, the representative-democracy corporate-model-ists resent CEOs that have any sort of elevated position; they see a CEO as a necessary evil—a general and strategist to serve with skilled experience their civilian representative who does not have those skills. To them, the CEO isn't a buddy, but rather a risk to be managed—a sort of genie, who the board (as the trusted elect) must do its best to keep in its bottle, even as they demand wishes from them.

Each side of this confrontation calls the other "anti-capitalist." But, as I hope should be obvious, neither of these sides really represents "capitalism" per se. Instead, one values the sort of concentration of wealth and power that anarchocapitalism enables; while the other side values the power of the corporate charter in an almost patriotic way.

Re:Verizon closes $4.5B acquisition of Yahoo, Marissa Mayer ... by bogomipz on Tuesday June 13, 2017 @02:44PM (#14547431)
>"I think this is the key to the confusion: seeing the shareholders as the true "owners" (and therefore controllers) of a corporation is, more and more, associated with socialist undertones: people recognize in phrases like "the shareholders are more important than the CEO" the sentiments of people who call for labor unions and co-ops, which want to assert not only employee shareholdership, but also shareholder primacy."

No, there is no "confusion", share holders are in fact the owners of a publicly-traded company[1]. There is no need for quoting the word owners either.

The phrase "the shareholders are more important than the CEO" was not used by either myself or the OP. The discussion was also not about organized labor. Why you have chosen to invent a quote and introduce the topic of organized labor is just bizarre.

There is nothing at all socialist about equities as an asset class.

[1] http://www.investopedia.com/terms/s/shareholder.asp

Re:Verizon closes $4.5B acquisition of Yahoo, Marissa Mayer ... by YZF on Tuesday June 13, 2017 @03:16PM (#14547722)
It's more complicated than that. There are situations where there's a class "A" share and class "B" share where class "A" has no voting rights. So the ownership by class A means close to nothing. Then there are institutional owners, like pension funds, who vote on behalf of the people who actually put the money in the fund.

The rights of minority shareholders in public companies, like you and me, needs to be protected/regulated by law. If someone wants to pay their CEO $1B an hour they can take their company private. Otherwise what happens is that the average shareholders gets screwed (like I was for example when I held GM shares as it went bankrupt).

Re:Verizon closes $4.5B acquisition of Yahoo, Marissa Mayer ... by bogomipz on Tuesday June 13, 2017 @07:48PM (#14549675)
I understand about "dual class" share structures but that doesn't mean a shareholder has any less ownership. They may have less influence or power but not not less ownership.

Influence and ownership are somewhat orthogonal concepts in the context of a corporation.

People like you and me are protected. Both CEOs and the Board of Directors have a fiduciary duty to their shareholders - all shareholders. And breach of fiduciary duties can incur both criminal and civil penalties:

https://www.nyccriminallawyer.com/fraud-charge/investment-fr...

Re:Verizon closes $4.5B acquisition of Yahoo, Marissa Mayer ... by YZF on Wednesday June 14, 2017 @12:08AM (#14550595)
The value of a piece of a corporation stems from a claim to said corporation's future profits. If you have no influence then you may not be able to stake that claim. For example, if you don't have equal vote on whether the corporation should pay dividend out of its profit then you may never get paid.

When is the last time a CEO was on trial for share buybacks where clearly he has conflict of interest with the shareholders due to the $$$'s he makes in compensation?

Or I scratch your back you'll scratch my back kind of arrangements in boards?

And what got us here, the outrageous CEO compensation and other benefits. When a CEO is paid x100 the President of the USA you know something isn't right. Since any given company may claim they have to pay more to be competitive the only way to stop that looting is to force them by law to control those salaries.

I agree that in theory we're in a good place but in practice I think we can still make progress... Fiduciary duty apparently is insufficient.

Re:Verizon closes $4.5B acquisition of Yahoo, Marissa Mayer ... by bogomipz on Wednesday June 14, 2017 @12:20PM (#14553775)
>"The value of a piece of a corporation stems from a claim to said corporation's future profits. If you have no influence then you may not be able to stake that claim."

No, If buy the stock I have a contractual right to future profits. This is true whether I am a small individual investor or whether I personally know every member of the Board of Directors. The stock represents that claim. Influence is completely orthogonal to the legal contract that the stock represents.

Re:Verizon closes $4.5B acquisition of Yahoo, Marissa Mayer ... by YZF on Wednesday June 14, 2017 @08:05PM (#14556973)
Doesn't this entire discussion demonstrate it ain't so? If the company has a revenue of $1B and pays the CEO $1B then it has zero profit. So how does the contractual obligation work out here? If you don't get a say on whether the CEO gets $1B in salary then what exactly is going on here?

There are other situations like the company taking on debt, issuing more shares, bankruptcy, acquiring other companies, share buybacks, dividends. If you don't have control there are ways for the company to "steal" your share of the profits.

Re:Verizon closes $4.5B acquisition of Yahoo, Marissa Mayer ... by solatic on Tuesday June 13, 2017 @04:21PM (#14548264)
> The rights of minority shareholders in public companies, like you and me, needs to be protected/regulated by law.

They are - the law requires the board to act in the fiduciary interests of shareholders of public companies. If the board didn't act as such, then you would have legal standing and be within your rights to sue.

It's not so much that the law needs to do a better job protecting shareholders, and more that the legal system needs to make it easier/cheaper/more accessible for common people to assert their rights.

Re:Verizon closes $4.5B acquisition of Yahoo, Marissa Mayer ... by YZF on Wednesday June 14, 2017 @12:19AM (#14550619)
See my reply to bogomipz above. I think the law could do more. Fiduciary duty is hard to prove but we do have fairly common practices that fairly clearly have negative influence on shareholders. I think the law should regulate those explicitly. Back to my GM example, there was some sort of class action lawsuit I signed on to, I believe all the money went to the lawyers. The bankruptcy laws are biased against the "small" shareholders. The large shareholders typically negotiate some terms that aren't available to the "little guys". Usually because they are also bond holders or hold some convertible instruments or preferred shares. A corporation like GM can effectively erase the small shareholders, start over, while pouring millions (of government money) into the pockets of the large shareholders. That shouldn't be legal.

(Edit: GM today, which is basically the same company that went under and then got Government $$'s is now worth $50B dollars. I didn't lose that much money but what pisses me off is that the dice was clearly loaded here. 80% of GM shares are held by institutions and funds and they're laughing all the way to the bank ... well, they are the bank!).

Re:Verizon closes $4.5B acquisition of Yahoo, Marissa Mayer ... by rhizome on Tuesday June 13, 2017 @02:13PM (#14547141)
A CEO's compensation is used to retain and motivate that talent to create value for the company.

How is this different than that of any other employee?

Re:Verizon closes $4.5B acquisition of Yahoo, Marissa Mayer ... by bogomipz on Tuesday June 13, 2017 @02:56PM (#14547531)
It's not. And that's why the current ratio of CEO to regular employee pay is completely absurd.