Know your history and your business

A conversation with David Sicilia, author and University of Maryland associate professor of history

Now the key will be strategic alliances and joint ventures and less formal arrangements. And reputation will matter a lot. -David Sicilia

When it comes to U.S. corporations, David Sicilia sees the big picture. An associate professor of history at the University of Maryland, he specializes in the history of business, economics and technology in the United States. And as if that weren't enough, he can also discuss capitalism from a global perspective.

Sicilia is the co-author of a number of books, including "The Greenspan Effect: Words That Move the World's Markets" (McGraw-Hill, 2000), "The Engine That Could: Seventy-Five Years of Values-Driven Change at Cummins Engine Company" (Harvard Business School Press, 1997) and "The Entrepreneurs: An American Adventure" (Houghton Mifflin, 1986).

Deputy Editor William Welsh recently spoke with Sicilia about the rise of U.S. corporations, global competition and private equity groups.

Q: Beginning in the late 19th century, courts have held that American corporations are entitled to many of the same constitutional protections as individuals. How has this affected the way corporations behave?

Sicilia: A lot of folks think that the logical outcome of such protections is that corporations get to take more liberties than they might have [otherwise]. I guess that is true in a legal sense. But what matters most over time is how the courts have dealt with corporations. There have been some pretty marked swings and periods of much greater oversight.? Over time, [corporations] have increasingly had more latitude in what they have been able to do.

Q: What are the key dynamics worth studying about American corporations?

Sicilia: The structures of corporations and their strategies. If we are talking about larger terms, they have to think in terms of a struggle for global market share ? that's what it is all about. In the case of U.S. firms, what they really want is relief from American-style regulations because they are competing against firms on a global stage that don't have a lot of those restraints.

Q: Can you give an example?

Sicilia: Take antitrust [regulations], for example. Particularly since the 1980s, there has been a kind of silent revolution in antitrust. Some would argue that that has helped American business be more competitive. In Germany, you are allowed to have cartels and very tight oligopolies that are just not permitted in the United States. U.S. firms, if they are competing globally, want to be under the same sets of regulatory rules as their competitors.

Q: How has corporate structure changed since the 19th century?

Sicilia: The creation of the modern, vertically integrated corporations happened in the late 19th and early 20th centuries, where you had a lot of big mergers and integration from raw materials to final consumer. And all of that has basically become obsolete. Now with information technology and modern communications, firms don't need to have all of those functions under a single ownership. Now the key will be strategic alliances and joint ventures and less formal arrangements. And reputation will matter a lot.

Q: There have been a lot of stories in the press arguing that salaries are too high for many of the chief executive officers of U.S. corporations. What do you think?

Sicilia: Looking at it strictly in economic terms, the answer is no, they are not too high. However, if we compare the salaries historically or with any other industrialized nation, I think that the degree of attention that this issue gets is way underplayed. It is astonishing how high they are in absolute terms and how rapidly they have risen [since the 1980s]. So the fact that it is something that is not being talked about a whole lot more ? and there is no effort to try to do something about it ? is actually the story.

Q: Is Sarbanes-Oxley overly harsh?

Sicilia: Sarbanes-Oxley is almost meaningless. Some corporate leaders say it has made them reluctant to take entrepreneurial risks, but corporations and lawyers are very resourceful, and they will figure out ways to protect the signatories on documents.

Q: In recent months, private equity groups have acquired companies and changed their ownership from public to private. Is this a long-term trend or is it temporary?

Sicilia: It's hard to know. It could be the beginning of a fairly significant trend. It allows a small group of people to have much more latitude without thinking about stakeholder interest. You can be much more limber and not have to worry about what shareholders think and be less transparent. It is like a return to the Gilded Age of the 19th century.

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