General Motors: lots of stuff comes out with new CEO

I think I can be forgiven if, even with very limited data, I make the observation that coincident with a new CEO much is being revealed by GM. Logicing (not a word but I like it; sort of like spelunking) our way through, it could be the case that this stuff just happens to be coming out. Alternatively, it could be coming out either because of forces within GM’s control or outside that control. Given that by GM’s own indications the ignition problem was known since 2004 (possibly 2001), it seems improbable that some force outside its control caused these revelations. After all, the fatalities have been known about since the time of each occurrence. Taking it one branch further, if this is under GM’s control, we can then assume active involvement by GM in doing things that brought this all to general attention.

All that by the way is something of a side story, but one where we learn something about leadership by the new CEO for GM. (I think the degree that you believe she has put this on the table and dealt with it would correspond to your notion of her positive leadership) The main story of interest is where the previous management team is and how they will be impacted by this. Certainly the current CEO was somehow in that structure and it is an interesting question to know what she knew and what she could do about it. In a simple sense though my question is who, if anyone, will see claw backs or other sanctions as a result of this? Having a major recall due to a defect that happened on your watch strikes me as something that should result in negative outcomes. My initial thinking was that a corporation’s only recourse against management would be financial (clawbacks) but a few minutes of pondering lead me to think that firing is also a recourse that should be on the table for those who are still at the firm. Recourse strikes me as continuing up through and including the board. If the board is saying they didn’t know about it you assume inadequate oversight by the board. After all, defect causing major recall seems like the kind of thing the board should know about whether management is telling you or not. If they did know, then they strike me as at least as culpable as anyone else in the chain.

This gets a bit into theory of the firm where in this case the firm has been damaged by the actions of its management. If we simplify and assume a single owner it is much easier to come to the conclusion that this damage would be rectified (at least by a rational owner) at this late date by recourse against those responsible. You would assume that such an owner would have known sooner and acted sooner unless there was a compelling incentive not to have acted (always possible). With fragmented ownership and a board there is that same issue of compelling interest not to have acted OR the issue of not having sufficient interest in the long run of the firm. A theoretical single owner who owns today and will own 20 years from now only has to decide in which time period to take the hit (leaving aside obvious moral obligations). For a board though, deferring to a later period may be a viable and rational strategy even if it makes more sense to take the hit in the current time frame for the firm. (again leaving aside moral obligations).

I don’t know what the solution is for the mixed incentives and at least partial alignment of interests with management and the board as opposed to what can be thought of as the firm’s interests as an entity.

PS I think there is a fair criticism of corporate management systemically when nothing comes from (and in some sense can come from) circumstances like this.


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