Modern companies marked by "manager revolution" mainly embody the following institutional characteristics:
(1) Ownership and control are separated, and ownership constraints are weakened.
The separation of ownership and control occurs in a joint stock limited company whose shares are publicly listed, which is called a listed company in the United States. The organizational form and business activities of the Company are restricted by the company laws of each state. Clark, an expert in company law, believes that there are four basic principles in the organizational form of public companies: (1) investors' capital can be freely transferred; (2) Limited liability; (3) The company has strong legal personality; (4) Business control is highly centralized. A joint stock limited company consists of shareholders, the board of directors and management personnel. According to the law, shareholders are the owners of the company and they enjoy the dividends created by the enterprise; The board of directors elected by shareholders is the highest decision-making body of the company. As an enterprise legal person, the board of directors appoints the top management, makes decisions on major issues of the company, and delegates the day-to-day management power to the management personnel, so it has a balance relationship. From the owner's perspective, shareholders entrust their assets to the board of directors. Except for a few decisions about the organizational form of the company (such as closure and merger), shareholders generally have no right to ask about the business activities of the enterprise, nor can they sue the board of directors on the grounds of mistakes in business decisions. Only when the board of directors ignores the interests of shareholders and fails to perform the duties of trustee can shareholders file a lawsuit on this ground. From the perspective of the board of directors, the board of directors of the company is the highest decision-making body of the company and has the right to appoint, punish and dismiss senior managers. As the trustee of shareholders, the board of directors also bears the legal responsibility of the trustee. From the manager's point of view, the senior manager is hired by the board of directors to form the executive body under the leadership of the board of directors and operate the enterprise within the scope authorized by the board of directors. But in fact, ordinary investors have neither energy nor interest, let alone care about and supervise the operation of enterprises. The supervisory role of the board of directors on managers is also very limited, and even the election of the board of directors is often manipulated by managers. The control of the company is actually in the hands of senior managers. In this regard, Thomas Day wrote: "In this way, the nominal power still belongs to shareholders, but the actual power is in the hands of the board of directors." The decision-making power of the board of directors is often controlled by a closely United group composed of "internal directors" and senior managers of the company. "Because this group has a thorough understanding of the organization and its technical and business issues, the influence of voting on the board of directors has also been strengthened." In this way, the manager, as an agent, firmly holds the actual control right of the enterprise, while most nominal owners-shareholders, in most cases, can only express their wishes by voting with their feet. Due to the huge scale of the enterprise and the difficulty of succession, it is rare to change managers. Only when the enterprise is well run or the main manager retires or dies suddenly, the manager must be replaced. This makes the directors and managers of these companies more and more self-appointed and aggressive. In fact, they have absolute power within the company.
(2) Power can be transferred from capital to management.
How to explain the phenomenon that operators have control over enterprises? More convincingly, the factors that determine the rise and fall of an enterprise have shifted from capital to operating ability.
After entering the 20th century, especially after the Second World War, science and technology have played an increasingly important role in promoting social productive forces, and enterprise management based on modern science and technology and socialized mass production has increasingly become a specialized knowledge. Management itself has become an intelligence-intensive labor, and management talents are an advanced factor of production and human capital. Its importance has surpassed capital, land and other factors of production, and it has become the core force of enterprise development, making human capital replace material capital as the most important factor of production. If in the past, when the scale of the enterprise was small, it was still competent with the personal experience of the business owner, then today, it is not competent with the personal experience of the business owner. There must be a group of specially trained professional business experts to manage enterprises, regardless of whether these people have property ownership or not. Obviously. Owners are unwilling to give up their dominance easily, and the efficiency brought by expert management forces owners to give up. Chandler pointed out that in modern enterprises, it is no longer the shares they own, but their management ability that determines who can have the highest management power. This led to the decline of family business. The process of manager revolution is that "manager capitalism" replaces "family capitalism or financial capitalism". In this regard, Thomas Day pointed out that due to the demand of modern large companies for technology and planning work, the industry has an increasing demand for professional talents in organization work. Capital is what big companies can be self-sufficient at present. The old-fashioned "giant" is useless. Therefore, the power in the American economic field has shifted from capital to organizational capacity. "
The transfer of economic power from capital to management capacity is a trend in the early 20th century, especially since World War II. Today, the wealth owned by individuals is no longer the standard to measure their talents. In western developed countries, most rich people no longer directly control enterprises because of their lack of management ability, and most managers who hold the power of enterprises are not the major shareholders of enterprises. This trend has been noticed by economists. Samuelson believes that the increasingly important professional managers are now playing a decisive role in the company. Galbraith publicly declared that the control of large companies has been transferred to the "technical structure class", that is, managers and technicians. Although this assertion is too absolute, the ownership of material capital has been restricted, and it is an indisputable fact that management talents, as intelligence-intensive labor and human capital, occupy a core position in modern companies and enterprises.
(3) Professionalization of entrepreneurs
The process of manager revolution is also the process of entrepreneur's professional manager, that is, the process of entrepreneur's professionalization. The so-called professionalization of entrepreneurs means that enterprise management has become a professional occupation with universal principles, principles and professional technology. Entrepreneurs engaged in this special occupation get their positions and income by their professional management ability, rather than by some innate things, such as inherited wealth or relations with those in power.