Driving a Stake Through Stakeholder Capitalism

Writing shortly before President Trump’s return to the White House, Peter Thiel hailed the election as an apokálypsis, an unveiling, of the ancien régime’s secrets. “The new administration’s revelations need not justify vengefulness,” Thiel wrote. “But for reconciliation, there must first be truth.” The early weeks of Trump’s second term have been apocalyptic for some of progressives’ favorite acronyms such as DEI and USAID. So far, arguably the most damaging, ESG — an approach to finance derived from the UN’s Principles for Responsible Investment — and its spawn, stakeholder capitalism — which demotes shareholders to one of many groups (employees, customers, suppliers, and the environment) that companies should prioritize — have evaded their rendezvous with truth. That needs to change, because the last four years saw an unprecedented and sustained attack on America’s system of shareholder capitalism.

A year ago, the Delaware Court of Chancery struck down the ten-year performance-driven compensation package the Tesla board had awarded Elon Musk, a ruling reaffirmed in December despite the package having gained overwhelming shareholder approval a second time. Three years earlier, in May 2021, shareholders in ExxonMobil voted to put three directors on the board from a minuscule activist investor, Engine No.1, with a mandate to drive America’s largest oil company out of the oil and gas business and thereby destroy shareholder value.

The apparent paradox — no, let’s put that more strongly: The perversity of shareholders voting against their own apparent interests, which is what happened at ExxonMobil, has its own well-deserved apokálypsis in Andy Puzder’s new book, A Tyranny for the Good of Its Victims: The Ugly Truth about Stakeholder Capitalism (Encounter Books, January 2025). Central to Puzder’s account of the attempt to destroy shareholder capitalism is the role of the Big Three asset managers — BlackRock, Vanguard, and State Street Global Advisors (SSGA), whose enormous size derives from the popularity of index funds among institutional investors and private investors alike.

Fundamental to the success of shareholder capitalism is the alignment of investors’ financial interests with the success of the businesses they’re shareholders in, which in turn drives economic growth and rising living standards. As Robert Rubin, President Clinton’s Treasury secretary for most of his second term, recently wrote in the Wall Street Journal, “While every company functions differently, businesses share the overarching goal of strong profitability over time. That focus is fundamental to our market economy.”

That link between the interest of the investor and the company is broken with index investing. “Don’t look for the needle in the haystack. Just buy the haystack!” John Bogle, the pioneer of index investing and founder of Vanguard, advised. The success of index funds gives rise to the anomalous situation where the Big Three have the most votes in a huge number of American companies but where their financial interest in the individual success of those businesses is so attenuated as to be virtually non-existent. […]

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