Business Groups Exist in Developed Markets Also: Britain Since 1850 Citation Jones, Geoffrey. "Business Groups Exist in Developed Markets Also: Britain Since 1850." Harvard Business School Working Paper, No. 16-066, November 2015. Permanent link http://nrs.harvard.edu/urn-3:HUL.InstRepos:24009687 Terms of Use This article was downloaded from Harvard University’s DASH repository, and is made available under the terms and conditions applicable to Open Access Policy Articles, as set forth at http:// nrs.harvard.edu/urn-3:HUL.InstRepos:dash.current.terms-of-use#OAP Share Your Story The Harvard community has made this article openly available. Please share how this access benefits you. Submit a story . Accessibility Business Groups Exist in Developed Markets Also: Britain since 1850 Geoffrey Jones Working Paper 16-066 Business Groups Exist in Developed Markets Also: Britain Since 1850 Geoffrey Jones Harvard Business School Working Paper 16-066 Copyright © 2015 by Geoffrey Jones Working papers are in draft form. This working paper is distributed for purposes of comment and discussion only. It may not be reproduced without permission of the copyright holder. Copies of working papers are available from the author. Business groups exist in developed markets also: Britain since 1850 Geoffrey Jones Harvard Business School November 2015 Abstract Diversified business groups are well-known phenomenon in emerging markets, both today and historically. This is often explained by the prevalence of institutional voids or the nature of government-business relations. It is typically assumed that such groups were much less common in developed economies, and largely disappeared during the twentieth century. This working paper contests this assumption with evidence from Britain between 1850 and the present day. During the nineteenth century merchant houses established business groups with diversified portfolio and pyramidal structures overseas, primarily in developing countries, both colonial and independent. In the domestic economy, large single product firms became the norm, which over time merged into large combines with significant market power. This reflected a business system in which a close relationship between finance and industry was discouraged, but were there few restrictions on the transfer of corporate ownership. Yet large diversified business groups did emerge, which had private or closely held shareholding and substantial international businesses. The working paper argues that diversified business groups added value in mature markets such as Britain. In the domestic economy, Pearson and Virgin created well-managed and performing businesses over long periods. The much-criticized conglomerates of the 1970s-1990s era such as Hanson and BTR were also quite financially successful forms of business enterprise. The demise of many of them appears to owe at least as much to management fads as to serious financial under-performance. 1 Business groups exist in developed markets also: Britain since 18501 1. Introduction Business groups, defined as a constellation of legally-independent companies bound together with formal and/or informal ties, are well-known to be a prevalent form of business enterprise across much of contemporary Asia, Latin America and the Middle East. (Colpan, Hikino, and Lincoln, 2010). A body of competing theories has developed to explain them. Market imperfections theory has explained them as responses to the institutional voids that are commonly found in emerging markets. (Khanna and Yafeh, 2007) Political scientists have emphasized the role of government policies in targeting particular industries and sectors, and giving special privileges to selected business group. (Schneider, 2010) An emerging body of literature employing evolutionary perspectives has identified the role of entrepreneurship (Kock and Guillen, 2001, Chung 2006, Jones and Colpan 2016). Business historians have shown that the business group form, contrary to early research which related it primarily to the post World War 2 era, have demonstrated the business groups became pre-eminent in the second half of the nineteenth and early twentieth centuries in many non-Western economies, including Argentina,                                                              1 I would like to thank Ann-Kristin Bergquist, David Collis, Asli Colpan, and the participants at a conference on "Business Groups in the West" held in Kyoto on March 8-10 2014, for helpful comments on earlier drafts of this working paper. A version of this working paper will appear in Asli Colpan & Takashi Hikino (eds), Business Groups in the West, Oxford: Oxford University Press, forthcoming. 2 Chile, India, Japan, Mexico and Turkey. (Tripathi 2004, Jones 2005a, Barbero and Jacob 2008, Jones and Lluch 2015,Jones and Colpan 2016). In contrast, the existence of business groups in the developed West has been much less studied, with the conspicuous exception of Sweden, where diversified business groups such as the one owned by the Wallenberg family have been highly influential for over a century. (Glete 1994, Lindgren 1994, Iversen and Larsson, 2011) Business groups used to play no role in the standard accounts of the business history of Britain. In the classic story told by Alfred D. Chandler (and many others), the United States raced ahead of Britain as the world’s largest economy in the late nineteenth century because it created large industrial corporations which separated ownership from control, created managerial hierarchies and eventually the M-form, and undertook the necessary investments in the new capital-intensive investments of second industrial revolution such as machinery and chemicals. The British, in contrast, remained committed to family ownership and management, which preferred short-term income to long- term growth in assets, and had a bias for small-scale operations which contributed to failures to invest and modernize. Consequently, the British economy was seen as “failing.” The major research question was why Britain did not follow the American path of creating big firms with professional managers which was assumed to be the “one best way.” (Chandler, 1990; Elbaum and Lazonick, 1987; Hannah, 1976). Today little remains of this interpretation. The United States had higher productivity than Britain (or anywhere else) by the mid-nineteenth century, for reasons other than business structures, while Britain had a clear productivity lead over its European counterparts until the 1950s, and again between the 1980s and the 2000s. Nor would many scholars now view family 3 ownership as inherently inferior to professional management. There appears to be no correlation between the adoption of US-style managerial hierarchies and productivity performance in the interwar years. (Jones 1997, Broadberry and Crafts 1992) In any case, revisionist research has now suggested that it was the United States rather than Britain that large industrial corporations clung to family business. In 1900, according to Hannah, it was US business corporations where were dominated by plutocratic family owners, while British quoted companies showed higher levels of divorce of shareholding owners from management controllers (Hannah, 2007). In 2012 Foreman-Peck and Hannah showed that the divorce of ownership and control in British public companies was far ahead of any other country, and especially the United States. (Foreman-Peck and Hannah, 2012). During the interwar years, and again during the 1960s, there were major merger waves in British industry. By 1958 the share of the 100 largest enterprises in manufacturing net output was higher in Britain than in the United States (32 versus 30 per cent). By 1970 Britain was far more concentrated by this measure than the United States (41 versus 33 per cent). By that year the M- form was also almost as widespread as in the United States (Jones 1997; Whittington and Mayer 2000). Although the 1970s saw a period of structural dislocation, as major industries such as automobile manufacturing experienced major crises, subsequently there was a major renaissance of British business and the British economy, based fundamentally on an embrace of globalization and a strong shift from manufacturing to higher value-added services. (Owen, 2009). It was only during and after the global financial crisis beginning in 2008, which adversely affected an economy which was extremely exposed to global financial flows, that some downsides of this shift were observed. Certainly the British-owned manufacturing sector was quite small. In 2014 4 the four British-headquarted companies among the largest firms were the oil company BP (no 6), the retailer Tesco (no 63), and the two banks HSBC and Lloyds (77 and 94, respectively) The largest manufacturing company was the Anglo-Dutch consumer products company Unilever, ranked 140 (Fortune 2014) It is within these radical shifts in the overall interpretation of what happened to British business from the nineteenth century that the role of business groups has surfaced. The first mention of business groups in the British business history literature was only in the 1990s (Jones, 1994; Jones and Wale, 1998). However it is now well-understood that much British foreign direct investment (hereafter FDI) before 1914 was conducted by business groups which had a striking resemblance to the business groups found in Asia and Latin America today, debunking any view that they were the exclusive preserve of post-colonial developing countries. Much less research, however, has yet been done on the role, if any, of diversified business groups in the domestic economy. However this working paper shows that they were also not absent. For the sake of clarity, the following sections separate out the international and domestic stories of British business groups, while noting some commonalities in their growth and development. 2. British Business Groups in Global Business: 1850-1970 From the mid-nineteenth century the world economy globalized. Thousands of firms, mostly based in Western countries which had experienced the Industrial Revolution, crossed 5 borders and established operations in foreign countries. In 1914 world FDI amounted to $14.6 billion ($225 billion in 2015 US dollars), or the equivalent to 9 percent of world output, a ratio not seen again until the 1990s. Britain alone was the home economy of nearly one half of this FDI. (Jones, 1994; Jones 2005a; Dunning and Lundan, 2008) British FDI took a variety of corporate forms. In manufacturing, modern-style multinationals were the dominant form. Firms such as Dunlop in rubber manufacturing and J & P Coats in cotton thread, first built businesses at home, and then established wholly-owned manufacturing affiliates in other European countries and/or the United States. They were single product firms. (Jones, 1986) In contrast, much FDI in natural resources and services took the form of large diversified business groups organized around core merchant houses or trading companies. (Jones, 2000; Jones and Colpan, 2010) British trading companies grew rapidly to exploit commercial links between their home country and the colonies as well as other developing countries. They perceived that large profits were to be earned from the exploitation of, and trade in, natural resources. The lack of infrastructure and local entrepreneurship in developing countries meant, first, that trading companies had to invest themselves rather than rely on others to create complementary businesses, and second that there were numerous profitable opportunities which could be exploited as the borders of the international economy and of empires advanced. The general pattern of diversification before 1914 was from trade to related services such as insurance and shipping agencies, to FDI in resources, and processing in developing host economies. The British trading companies made the largest investments in tea, rubber and sugar 6 plantations, and teak. Chilean nitrates, Indian coal, and petroleum were also the recipients of considerable investment. As merchants, they were not especially interested in “locking up” capital in manufacturing, but they did make substantial investments in cotton textile and jute manufacture, sugar refining, and flour milling. Multiple factors exercised systematic influences on the diversification strategies of the British trading companies in this era. The opportunities for scope economies and the incentive to reduce transactions costs is the first one. The boom in commodity prices in the first global economy created lucrative entrepreneurial opportunities. A third influence was the expansion of imperial frontiers which reduced the political risk of investing in Africa and Asia. (Jones, 2000) Finally, and importantly, there was capital availability arising from Britain’s booming capital exports from the 1870s. As the merchant houses expanded, they floated on the stock exchange legally independent firms, subsequently described by the business historian Mira Wilkins as “free-standing firms, which they continued to control through small equity holdings, management contracts and other means in the established tradition of “agency houses”. (Wilkins, 1988) They functioned, then, as venture capitalists identifying opportunities and placing potential British investors in touch with them. Retrospectively, it might seem surprising that they could access equity. The legal structure for shareholders was not robust by later standards, as basic financial statements were unavailable even to shareholders and minority shareholder protection was inadequate. It was not until the Companies Act of 1929 that it was stipulated in the case of British public companies that balance sheets should be sent to all shareholders prior to the annual general meeting, and not 7