What Is Codetermination?
In the modern American corporation, workers have no say in the decision-making process. Control over a corporation’s governance - from how to spend its profits, to how to handle recessions - lies in the hands of owners, shareholders, and executives, guided by the directive to maximize value for shareholders.
While maximizing shareholder value (MSV) has dominated corporate governance, executive pay relative to workers’ has soared , businesses began reinvesting less of their profits back into the business (opting for practices such as stock buybacks and dividends instead of capital reinvestment, research and development, or raising wages), and the bargaining power of workers has continued to decline.
Codetermination would give voting rights to workers at large companies by mandating that a portion of the decision-making board be held by worker-elected representatives.
Just as constituents of a given district elect representatives to reflect their interests in the public decision-making process, workers would democratically elect representatives to the corporate boardroom that hold decision-making power alongside the representatives of company shareholders.
Codetermination — common across major European countries — enjoys broad support among Americans , including majority support in every state . As an application of economic democracy, codetermination holds promise for a broad array of issues, from worker power, information flows, to mitigating the negative effects of corporate power on the democratic process .
But what works in Europe won’t necessarily work in America. Questions remain as to how codetermination might best fit the American economy — or whether it fits at all. Would giving workers voting power introduce decision-making gridlocks that stifle the American economy’s dynamism and innovation? Are there more effective ways of raising workers’ bargaining power?
Proposals differ on:
The percentage of corporate boards to be held by worker representatives.
The eligibility criteria determining which companies are subject to the mandate.
Advocates argue that codetermination could:
Help transition our economy from a "shareholder" economy to a "stakeholder" economy.
Improve our commitment to democracy by extending democratic principles into the workplace.
Reduce the disparity between worker and executive pay.
Reduce the rate of stock buybacks and dividends, redirecting profits towards more productive allocations.
Reduce information asymmetries between employers and employees, improving efficiency and productivity, strengthening trust, and inducing a more adaptive and competitive firm.
Raise job satisfaction and improve working conditions.
Skeptics argue that codetermination could:
Give workers too much power, reducing capital investment and leading to inefficient over-investments in worker benefits.
Create friction and inefficiencies in corporate decision making that ultimately reduce firm performance.
Have its benefits dampened and consequences amplified by American corporate governance laws.
Undermine the innovation that drives American economic dynamism.
What does the evidence say?
Codetermination on Growth
Most recent studies of European codetermination are converging on a surprising finding: codetermination appears to have little impact, positively or negatively, on firm performance. Some studies suggest positive impacts, ranging from capital formation to productivity, but authors stress that positive economic impacts are tenuous.
Instead, many advocates embrace the absence of negative effects. Why not try codetermination if it does no harm to the economy, but succeeds in extending the democratic principles we hold dear into the workplace?
Experience across European countries suggests that workers and executives alike have positive experiences with codetermination, negating concerns of gridlock in decision making.
However, the European economic landscape is significantly different from the US's, and we shouldn't assume the European experience would replicate in the US. Some argue that codetermination would harm American dynamism, while others argue that the meager network of labor institutions in the US relative to Europe suggest we might experience larger effects, whether positive or negative.
Recent studies suggest that European codetermination had no negative economic effects. In some cases, small but positive effects are observed.
Across a variety of existing studies, most agree that European codetermination has had no negative impact on the economy . While there are tenuous suggestions that codetermination may have minor positive effects, the consistent absence of negative effects is the more prominent finding.
In Germany, studies find codetermination had no significant influence on stock prices , profits , or workers' wages . Neither did the threat of codetermination deter German firms from incorporating .
In Finland, codetermination had no negative effects on profitability or firm survival rates . Neither did Finnish firms seek to avoid falling under the codetermination mandate . In fact, codetermination is associated with a slightly positive effect on capital formation .
In Sweden, only 5% of corporate directors reported that codetermination had a negative impact on company activities .
As a 2021 survey paper concludes:
While a rising chorus of voices are beginning to suggest that, on the basis of the latest evidence, codetermination does not appear to have any negative economic effects, earlier studies did nevertheless find potential negative impacts.
A study from 2000 (updated 2021) finds that relative to firms with 1/3rd codetermination, firms with equal codetermination have a 26% decline in market-to-book ratio . Employees use their power in equal representation firms to increase the employees-to-sales and wage bill-to-sales ratios , suggesting a resistance to firm restructuring.
In 1993, one of the earliest attempts to quantify the economic effects of codetermination found robustly negative economic consequences following from Germany’s 1976 laws, which increased the portion of supervisory boards to be held by worker-representatives from 1/3rd to 1/2. These findings include declines in profitability, productivity , and return on shareholder equity .
Passing codetermination laws in European countries is associated, cautiously, with higher productivity
A survey of empirical work in 1982 on employee participation in management concluded:
Since then, papers have generally found either no effect, or modest positive effects on productivity.
In Germany, codetermination increased labor productivity (value-added per employee increased by 16% - 21%), but had no effect on total factor productivity. In particular, the 1976 strengthening of the laws, upping the worker-representative mandate from 1/3rd to 1/2, had a small but positive effect on productivity .
In France, a study comparing labor-managed and conventionally managed firms found that firms owned and managed by workers are generally at least as productive, if not more so, than their conventional counterparts . Labor-managed firms may even use their technological inputs more efficiently .
In European countries, codetermination has neutral, or mildly positive effects on wages. But in the American context, where workers have less bargaining power and more to gain, the effects may be greater.
Codetermination may affect wages in at least two different ways: raising the bottom by giving lower-income workers more bargaining power to negotiate higher wages, or lowering the top by granting workers voting power, who are less likely to approve exorbitant executive compensation and bonuses.
In the European experience, codetermination appears to have either neutral, or mildly positive effects on wages. In Germany, codetermination had no effect on raising the lowest wages . In Finland, codetermination slightly raised wages for the lowest-earners within firms , lightly compressing overall wage inequality.
In Norway, broad findings suggest adopting codetermination had no direct impact on wages . Workers at codetermined firms are paid more , and face less earnings risk . But these gains appear more causally related to other factors correlated with codetermined firms, like larger firm size, or higher unionization rates .
However, in economies such as the U.S., where workers have significantly less bargaining power than European countries, codetermination may have a stronger effect on wages. American workers at employee-owned businesses receive 5 - 12% higher wages than workers at traditionally owned companies, have twice the retirement accounts, are are 25% less likely to be laid off .
Existing evidence does not support the concern that codetermination may lead to decision-making gridlock. In Europe, executives and workers alike report positive experiences, unimpeded decision making, and improved relations.
One criticism of workplace democracy - of which codetermination is an application - is that it might introduce the same gridlock that plagues the legislative branches of many democratic governments, the United States in particular.
But evidence from abroad tends to alleviate this concern. The European experience with codetermination suggests that the structural arrangement has aligned the interests of workers and management and built empathy across stakeholders . By reducing information asymmetry between workers and managers, codetermination may even boost growth.
In Germany, a 1998 commission commission unanimously concluded that codetermination deepened trust between management and labor, improving information flow . A study of German innovation under codetermination found that an "overwhelming majority" of supervisory board codetermined decisions were unanimous . The study also concluded that there is no evidence that codetermination reduce innovation, and there may even exist a positive relation between them .
In Sweden, where union participation and codetermination are closely related, 86% of managing directors reported that union participation does not contribute to conflict or slowing down of company operations , and 76% of corporate directors reported positive experiences with codetermination . Only 5% of corporate directors reported codetermination had a negative impact on company activities .
Existing evidence, though limited, suggests codetermination may have either a neutral or positive effect on innovation.
One concern over codetermination in the US is that it would stifle the innovation that makes the American economy so dynamic.
In Europe, recent studies do not support this concern. Studies of German codetermination found strong evidence for a positive relationship between codetermination and innovation . A study of how employee representation legislations affect innovation also found a positive association between employee representation and innovation .
Practically, one avenue by which codetermination could slow innovation is by creating more friction in the decision-making process, introducing more gridlock between labor and management. However, the European experience reports that codetermination avoids gridlock while improving information flow, ultimately enhancing the decision-making process.
Still, we have little direct evidence to suggest the potentially unique effects of codetermination on the American economy.
By granting voting power to workers, codetermination could provide a checks-and-balances system that reduces the American penchant for stock-buybacks, which diverts business investment away from more productive ends, and worsens the gap in executive to worker pay.
In the US, codetermination is often suggested as a guard against 'short-termism', empowering workers to function as a check against executive incentives to repurchase shares, known as stock buybacks.
While buybacks may have a role as efficient corporate strategy , they've been widely criticized for drawing significant funds away from capital investment, workplace improvements, and research and development .
Stock buybacks in the US have skyrocketed since 1982, when regulatory limits on open market share repurchasing were lifted . In 1981, the S&P 500 companies spent 2% of profits on buybacks. In 2017, that went up to 59% . Between 2015 - 2017, companies in the restaurant industry spent 136.5% of net profits on stock buybacks , suggesting they financed buybacks through debt or cash reserves.
Comparisons between the US and Germany should be taken lightly, but between 1998 and 2014, Germany (where codetermination was in place) had 210 stock buybacks, compared to the US's 11,096 .
The rise of buybacks in the US is deeply associated with our heavy reliance on stock-option-based compensation. Firms that rely more on such compensation packages are significantly more likely to repurchase shares . Giving workers voting rights could serve as a check against the otherwise strong incentive to use stock buybacks as a method of avoiding the dilution that comes from executive stock option compensation programs.
In a March 2016 letter to the executives of S&P 500 firms, Laurence Fink, the CEO of BlackRock, wrote:
As recent research suggests a positive relationship between political democracy and growth, advocates suggest the same relationship may exist between economic democracy and growth. To date, however, we have scant evidence to test the hypothesis.
Orthodox theory and evidence suggested that political democracy and growth are in tension. Recent empirical evidence finds the opposite: there exists a positive and significant correlation between democracy and future GDP per capita . The authors find that democracy may encourage growth through economic reforms, increasing human capital, increasing investment, and reducing social unrest .
Advocates suggest these same mechanisms may encourage a positive relationship between economic democracy and growth, especially in the realms of productivity, human capital, and job satisfaction , though we have scant empirical evidence to support the hypothesis.
Codetermination on Stability
European codetermination has proved a remarkably stable practice, credited with improving relationships and information flows between workers and managers. While it’s associated with only small positive impacts on wages, it correlates with reductions in income inequality, especially via reductions in income share of top-earners.
In the U.S., codetermination offers one strategy for mitigating the consequences of concentrated corporate power on democratic institutions. Crucially, a majority of the American people want codetermination.
Across the EU and OECD countries, codetermination is associated with reductions in income inequality, and reductions in the highest incomes. But it’s unclear whether codetermination is a causal mechanism, or merely correlated with related factors like firm size and unionization rates.
Across EU and OECD countries, higher levels of codetermination are correlated with reductions in income inequality , and specifically, reductions in income share of top-earners . Across EU countries, codetermination has a stronger correlation with national income inequality than trade union density .
While comparisons between Germany and the US must be taken lightly, some researchers point to differences as evidence of how codetermination may help balance inequality and ‘short-termism’. In 2015, the typical German CEO made $5.6 million, while their US counterparts made $14.9 million . Additionally, stock options comprise 24% of average German CEO pay, while in the US, they comprise 63%.
Codetermination has neutral, or mildly positive impacts on wages in Europe. But since codetermination in Europe arose in countries that already had strong worker institutions, we might expect stronger effects in the US, where worker institutions are significantly weaker.
One study found that in Germany, where codetermination is strongest, it had no impact on the lowest wages . Meanwhile, in Finland, where codetermination confers less voting power, wages for the lowest-earners rose roughly 5 - 7% and thus compressed overall wage inequality within firms, but executive compensation remained unchanged .
The amount of voting power conferred by codetermination, which varies by country, matters. Finnish worker-representatives report feeling powerless to affect company decisions over wages .
In Norway, workers at codetermined firms experience higher wages and less earnings risk during recessions . However, despite the positive correlation between codetermination and wages, the causal mechanism appears to be related factors such as firm size and unionization , rather than codetermination itself.
But we shouldn’t assume codetermination would affect American wages the same way they’ve affected European wages. Since codetermination laws exist in countries with already existing pro-worker institutions, from centralized collective bargaining to high union coverage, much of the low-hanging fruit regarding codetermination's potential impact on wages may already be plucked .
In 2015, only 7.2% of US private sector workers were covered under collective bargaining agreements, compared with 50.2% in Germany , and over 80% across the rest of Western Europe . Since the 1950’s, US union membership has declined from a third of Americans, to 10.7% in 2021. Absent other channels for bargaining power, codetermination may have more pronounced effects.
So how might codetermination affect wages in the US? One reference point is worker-owned cooperatives in the US, where employees receive 5 - 12% higher wages, have twice the retirement accounts, and are 25% less likely to be laid off .
Codetermination is associated with slight, but positive effects on job satisfaction.
In theory, codetermination is expected to raise job satisfaction. In practice, job satisfaction is difficult to measure, and requires long data periods . A survey of Finnish workers suggests the transition to worker representation slightly increased perceived job quality .
A 2021 survey of the existing evidence concluded that across the board, codetermination may be associated with nonexistent, or slight rises in job satisfaction and related proxies for worker welfare .
A nationally-representative survey found that Americans prefer to work at democratic firms because they intrinsically value having more power in the workplace . The prospect of codetermination raises the probability of employees preferring to work at a firm by 7% . Americans report that they value economic democracy equivalently to a wage increase of $20 per hour.
How much power codetermination grants workers depends on policy details, like what portion of the board must be held by worker-representatives. Across Europe, existing codetermination laws always grant workers a minority voting position, limiting their power.
Most existing codetermination mandates grant a minority share of voting rights to worker representatives, meaning they can be overruled by united shareholder votes. Even in Germany, where workers at large corporations hold 50% of the supervisory board, shareholders nevertheless receive a tie-breaking vote.
A 2021 survey of codetermination across the EU found that existing codetermination laws appear to convey workers real power in three categories: moderate control over working conditions, small influence in layoff decisions, and minor influence over wage setting .
By contrast, there is “ nearly unanimous agreement that worker representatives have no influence on broad strategic decisions, even when they sit on company boards .” Fewer than 5% of Finnish worker-representatives believe they can affect strategic decisions . Instead, worker-representatives feel that such decisions are made out of their view, and presented once management’s mind is already made up. 76% say worker representation feels like a formality, and 65% believe the rights of worker representatives are too narrow .
Codetermination may provide a durable institution that protects the democratic process from extreme corporate accumulations of wealth and power.
The destabilizing effect of large accumulations of wealth and power on the democratic process is a long-standing concern in American politics. Concentrated corporate wealth raises the risk that private corporations may wield outsized power, undermining democratic institutions.
Some see codetermination as a strategy for preserving democratic institutions amidst a landscape of rising corporate power. By allowing employees to elect a significant portion of corporate directors, codetermination can play a similar role as that of the Constitutional separation of powers .
The American people, democrats and republicans alike, want codetermination.
Recent polls suggest that codetermination enjoys bipartisan support. One nationally-representative survey found that a majority of likely voters in every state support codetermination, including among Trump voters in all but 4 states . On the whole, 52% of likely U.S. voters reported supporting codetermination, while only 23% opposed .
Prominent conservatives co-signed a statement in 2020 in support of creating organized labor institutions that give workers a “seat at the table”, including codetermination . Signatories included Marco Rubio (U.S. Senator), Jeff Sessions (former U.S. Attorney General), Oren Cass (Executive Director of American Compass), Jonathan Berry (Former Acting Secretary for Policy, U.S. Department of Labor), and Richard Schubert (Former Chairman, National Job Corps Association).
But support for codetermination was not always widespread. In the 1970’s, American unions generally opposed codetermination . While Americans have a long, polarized history with unionization, relatively new policies like codetermination may carry less political baggage. Recent surveys suggest that applications of workplace democracy - including codetermination, employee stock ownership plans, and management elections - are less polarized than unionization .
European managers, executives, and workers alike all report widely positive experiences with codetermination.
In Sweden, 76% of corporate managing directors report positive experiences with codetermination. 81% report that it does not hinder effective decision-making , and only 5% reported it had a negative impact on company activities .
Notably, the larger the company, the more likely the directors indicated positive views of codetermination .
In Germany, a 1998 commission unanimously concluded that codetermination deepened trust between management and labor , improving information flow. Anecdotally, the “overwhelming majority” of supervisory board decisions under German codetermination are unanimous .
Where implemented, codetermination has proven to be a remarkably stable institution.
Of the 14 European countries that implemented codetermination, only two - Hungary, and the Czech Republic, walked them back . Moreover, Hungary retained codetermination for firms with two-tier boards (covering most firms in Hungary), and the Czech Republic, after abolishing mandatory codetermination in 2014, reintroduced the policy in 2017 for large firms with at least 5,000 employees.
Given the array of possibilities a society may use to curb excessive corporate political power, corporations themselves may prefer codetermination over alternatives , such as high corporate income tax rates, or rigorous antitrust regulation.
Advocates also suggest that codetermination may help society weather unexpected shocks, such as COVID-19, by creating a mechanism through which firms and employees can take coordinated action that mitigates worker/employer conflicts of interest.
While codetermination has only mild economic effects in Europe, this may be because much of the low-hanging fruit have already been plucked by existing strong labor institutions. In the U.S., with significantly weaker labor institutions, codetermination may have a stronger impact, whether positive or negative.
U.S. corporate law is notably more flexible than its European counterpart. Therefore, imposing any rigid, ‘top-down’ mandate may have more pronounced consequences, especially in affecting the rates of mergers, acquisitions, and buy-backs.
How much power codetermination grants workers, and the overall effects it may have on the economy, significantly depend on the portion of the board to be held by worker-representatives, and the scope of companies subject to the mandate.
The effects of codetermination may significantly depend on the larger environment of organized labor institutions, or lack thereof. Related institutions, such as sectoral collective bargaining and union representation can both complement codetermination, and supply its practical infrastructure.
The lack of organized labor institutions in the U.S. relative to Europe presents at least two challenges for implementing codetermination. First, the lack of other pro-worker channels suggests it may have greater economic impacts, whether positive or negative . For example, in 2015, only 7.2% of U.S. private sector workers were covered under collective bargaining agreements, compared to 50.2% in Germany .
Second, the practical implementation of codetermination in Europe relies, often inextricably, on existing labor networks, like widespread union representatives. Without this already-existing infrastructure, there’s little precedent for how the logistics of codetermination might actually work in the U.S.
Alongside codetermination, proponents of economic democracy and boosting the bargaining power of workers may consider institutions such as stronger union representation and/or sectoral collective bargaining. In addition to complementing codetermination, these may supply and develop its practical infrastructure .
U.S. corporate law is more flexible than its European counterparts, and the business environment more active in terms of mergers, acquisitions, and buybacks. Therefore, a rigid, ‘top-down’ mandate like codetermination may have more pronounced consequences in the U.S.
Significant differences in corporate law and business dynamics between the U.S. and European countries suggest that while codetermination fits well with the European ethos, it may cause more conflict when applied to the U.S.
U.S. corporate law, drawing heavily on Delaware law, is defined by its flexibility and reliance on default rules [definition bubble for “default rules”: A default rule is one that applies only in the absence of an agreement by the relevant parties to be governed by a different rule.], in contrast to German corporate law, which relies heavily on mandatory law.
This contrast feeds into significantly differing business activities. From 1981 - 2010 in Germany, there were only 338 mergers. Over the same period in the U.S., there were 60,244 . Similarly, between 1998 - 2014, Germany had 210 stock buybacks, compared to 11,096 in the U.S .
In Europe, evidence from both Germany and Finland suggests that firms do not take actions to dodge codetermination mandates, such as altering business structures, or re-incorporating abroad. But concerns remain that since U.S. firms may have more to lose from being subject to rigid mandates, such behavior may be more likely.
As a result, successfully situating codetermination in the U.S. may require additional corporate governance laws , further reducing overall legal flexibility.
In Germany, codetermination arose from the bottom-up, as negotiated agreement between workers and employers. Only after widespread uptake did the federal government ratify codetermination as a mandate from above. The same could occur in the U.S.
Any group of employees in the U.S. could negotiate with their employer to immediately implement some form of codetermination. In fact, during a 2018 strike, Google employees included a worker-elected representative sitting on the board among their list of demands .
Any complementary policies that raise labor’s bargaining power empowers them to make such demands.
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