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Small Business and the Corporation[an error occurred while processing this directive]United States Economy
Americans have always believed they live in a land of opportunity,
where anybody who has a good idea, determination, and a willingness to
work hard can start a business and prosper. In practice, this belief in
entrepreneurship has taken many forms, from the self-employed individual
to the global conglomerate.
In the 17th and 18th centuries, the public
extolled the pioneer who overcame great hardships to carve a home and a
way of life out of the wilderness. In 19th-century America, as small
agricultural enterprises rapidly spread across the vast expanse of the
American frontier, the homesteading farmer embodied many of the ideals
of the economic individualist. But as the nation's population grew and
cities assumed increased economic importance, the dream of being in
business for oneself evolved to include small merchants, independent
craftsmen, and self-reliant professionals as well.
The 20th century, continuing a trend that
began in the latter part of the 19th century, brought an enormous leap
in the scale and complexity of economic activity. In many industries,
small enterprises had trouble raising sufficient funds and operating on
a scale large enough to produce most efficiently all of the goods
demanded by an increasingly sophisticated and affluent population. In
this environment, the modern corporation, often employing hundreds or
even thousands of workers, assumed increased importance.
Today, the American economy boasts a wide
array of enterprises, ranging from one-person sole proprietorships to
some of the world's largest corporations. In 1995, there were 16.4
million non-farm, sole proprietorships, 1.6 million partnerships, and
4.5 million corporations in the United States -- a total of 22.5 million
independent enterprises.
Small Business
Many visitors from abroad are surprised to learn that even today, the
U.S. economy is by no means dominated by giant corporations. Fully 99
percent of all independent enterprises in the country employ fewer than
500 people. These small enterprises account for 52 percent of all U.S.
workers, according to the U.S. Small Business Administration (SBA). Some
19.6 million Americans work for companies employing fewer than 20
workers, 18.4 million work for firms employing between 20 and 99
workers, and 14.6 million work for firms with 100 to 499 workers. By
contrast, 47.7 million Americans work for firms with 500 or more
employees.
Small businesses are a continuing source
of dynamism for the American economy. They produced three-fourths of the
economy's new jobs between 1990 and 1995, an even larger contribution to
employment growth than they made in the 1980s. They also represent an
entry point into the economy for new groups. Women, for instance,
participate heavily in small businesses. The number of female-owned
businesses climbed by 89 percent, to an estimated 8.1 million, between
1987 and 1997, and women-owned sole proprietorships were expected to
reach 35 percent of all such ventures by the year 2000. Small firms also
tend to hire a greater number of older workers and people who prefer to
work part-time.
A particular strength of small businesses
is their ability to respond quickly to changing economic conditions.
They often know their customers personally and are especially suited to
meet local needs. Small businesses -- computer-related ventures in
California's "Silicon Valley" and other high-tech enclaves,
for instance -- are a source of technical innovation. Many
computer-industry innovators began as "tinkerers," working on
hand-assembled machines in their garages, and quickly grew into large,
powerful corporations. Small companies that rapidly became major players
in the national and international economies include the computer
software company Microsoft; the package delivery service Federal
Express; sports clothing manufacturer Nike; the computer networking firm
America OnLine; and ice cream maker Ben & Jerry's.
Of course, many small businesses fail. But
in the United States, a business failure does not carry the social
stigma it does in some countries. Often, failure is seen as a valuable
learning experience for the entrepreneur, who may succeed on a later
try. Failures demonstrate how market forces work to foster greater
efficiency, economists say.
The high regard that people hold for small
business translates into considerable lobbying clout for small firms in
the U.S. Congress and state legislatures. Small companies have won
exemptions from many federal regulations, such as health and safety
rules. Congress also created the Small Business Administration in 1953
to provide professional expertise and financial assistance (35 percent
of federal dollars award for contracts is set aside for small
businesses) to persons wishing to form or run small businesses. In a
typical year, the SBA guarantees $10,000 million in loans to small
businesses, usually for working capital or the purchase of buildings,
machinery, and equipment. SBA-backed small business investment companies
invest another $2,000 million as venture capital.
The SBA seeks to support programs for
minorities, especially African, Asian, and Hispanic Americans. It runs
an aggressive program to identify markets and joint-venture
opportunities for small businesses that have export potential. In
addition, the agency sponsors a program in which retired entrepreneurs
offer management assistance for new or faltering businesses. Working
with individual state agencies and universities, the SBA also operates
about 900 Small Business Development Centers that provide technical and
management assistance.
In addition, the SBA has made over $26,000
million in low-interest loans to homeowners, renters, and businesses of
all sizes suffering losses from floods, hurricanes, tornadoes, and other
disasters.
Small-Business Structure
The Sole Proprietor. Most businesses are sole proprietorships
-- that is, they are owned and operated by a single person. In a sole
proprietorship, the owner is entirely responsible for the business's
success or failure. He or she collects any profits, but if the venture
loses money and the business cannot cover the loss, the owner is
responsible for paying the bills -- even if doing so depletes his or her
personal assets.
Sole proprietorships have certain
advantages over other forms of business organization. They suit the
temperament of people who like to exercise initiative and be their own
bosses. They are flexible, since owners can make decisions quickly
without having to consult others. By law, individual proprietors pay
fewer taxes than corporations. And customers often are attracted to sole
proprietorships, believing an individual who is accountable will do a
good job.
This form of business organization has
some disadvantages, however. A sole proprietorship legally ends when an
owner dies or becomes incapacitated, although someone may inherit the
assets and continue to operate the business. Also, since sole
proprietorships generally are dependent on the amount of money their
owners can save or borrow, they usually lack the resources to develop
into large-scale enterprises.
The Business Partnership. One way
to start or expand a venture is to create a partnership with two or more
co-owners. Partnerships enable entrepreneurs to pool their talents; one
partner may be qualified in production, while another may excel at
marketing, for instance. Partnerships are exempt from most reporting
requirements the government imposes on corporations, and they are taxed
favorably compared with corporations. Partners pay taxes on their
personal share of earnings, but their businesses are not taxed.
States regulate the rights and duties of
partnerships. Co-owners generally sign legal agreements specifying each
partner's duties. Partnership agreements also may provide for
"silent partners," who invest money in a business but do not
take part in its management.
A major disadvantage of partnerships is
that each member is liable for all of a partnership's debts, and the
action of any partner legally binds all the others. If one partner
squanders money from the business, for instance, the others must share
in paying the debt. Another major disadvantage can arise if partners
have serious and constant disagreements.
Franchising and Chain Stores.
Successful small businesses sometimes grow through a practice known as
franchising. In a typical franchising arrangement, a successful company
authorizes an individual or small group of entrepreneurs to use its name
and products in exchange for a percentage of the sales revenue. The
founding company lends its marketing expertise and reputation, while the
entrepreneur who is granted the franchise manages individual outlets and
assumes most of the financial liabilities and risks associated with the
expansion.
While it is somewhat more expensive to get
into the franchise business than to start an enterprise from scratch,
franchises are less costly to operate and less likely to fail. That is
partly because franchises can take advantage of economies of scale in
advertising, distribution, and worker training.
Franchising is so complex and far-flung
that no one has a truly accurate idea of its scope. The SBA estimates
the United States had about 535,000 franchised establishments in 1992 --
including auto dealers, gasoline stations, restaurants, real estate
firms, hotels and motels, and drycleaning stores. That was about 35
percent more than in 1970. Sales increases by retail franchises between
1975 and 1990 far outpaced those of non-franchise retail outlets, and
franchise companies were expected to account for about 40 percent of
U.S. retail sales by the year 2000.
Franchising probably slowed down in the
1990s, though, as the strong economy created many business opportunities
other than franchising. Some franchisors also sought to consolidate,
buying out other units of the same business and building their own
networks. Company-owned chains of stores such as Sears Roebuck & Co.
also provided stiff competition. By purchasing in large quantities,
selling in high volumes, and stressing self-service, these chains often
can charge lower prices than small-owner operations. Chain supermarkets
like Safeway, for example, which offer lower prices to attract
customers, have driven out many independent small grocers.
Nonetheless, many franchise establishments
do survive. Some individual proprietors have joined forces with others
to form chains of their own or cooperatives. Often, these chains serve
specialized, or niche, markets.
Corporations
Although there are many small and medium-sized companies, big
business units play a dominant role in the American economy. There are
several reasons for this. Large companies can supply goods and services
to a greater number of people, and they frequently operate more
efficiently than small ones. In addition, they often can sell their
products at lower prices because of the large volume and small costs per
unit sold. They have an advantage in the marketplace because many
consumers are attracted to well-known brand names, which they believe
guarantee a certain level of quality.
Large businesses are important to the
overall economy because they tend to have more financial resources than
small firms to conduct research and develop new goods. And they
generally offer more varied job opportunities and greater job stability,
higher wages, and better health and retirement benefits.
Nevertheless, Americans have viewed large
companies with some ambivalence, recognizing their important
contribution to economic well-being but worrying that they could become
so powerful as to stifle new enterprises and deprive consumers of
choice. What's more, large corporations at times have shown themselves
to be inflexible in adapting to changing economic conditions. In the
1970s, for instance, U.S. auto-makers were slow to recognize that rising
gasoline prices were creating a demand for smaller, fuel-efficient cars.
As a result, they lost a sizable share of the domestic market to foreign
manufacturers, mainly from Japan.
In the United States, most large
businesses are organized as corporations. A corporation is a specific
legal form of business organization, chartered by one of the 50 states
and treated under the law like a person. Corporations may own property,
sue or be sued in court, and make contracts. Because a corporation has
legal standing itself, its owners are partially sheltered from
responsibility for its actions. Owners of a corporation also have
limited financial liability; they are not responsible for corporate
debts, for instance. If a shareholder paid $100 for 10 shares of stock
in a corporation and the corporation goes bankrupt, he or she can lose
the $100 investment, but that is all. Because corporate stock is
transferable, a corporation is not damaged by the death or disinterest
of a particular owner. The owner can sell his or her shares at any time,
or leave them to heirs.
The corporate form has some disadvantages,
though. As distinct legal entities, corporations must pay taxes. The
dividends they pay to shareholders, unlike interest on bonds, are not
tax-deductible business expenses. And when a corporation distributes
these dividends, the stockholders are taxed on the dividends. (Since the
corporation already has paid taxes on its earnings, critics say that
taxing dividend payments to shareholders amounts to "double
taxation" of corporate profits.)
Many large corporations have a great
number of owners, or shareholders. A major company may be owned by a
million or more people, many of whom hold fewer than 100 shares of stock
each. This widespread ownership has given many Americans a direct stake
in some of the nation's biggest companies. By the mid-1990s, more than
40 percent of U.S. families owned common stock, directly or through
mutual funds or other intermediaries.
But widely dispersed ownership also
implies a separation of ownership and control. Because shareholders
generally cannot know and manage the full details of a corporation's
business, they elect a board of directors to make broad corporate
policy. Typically, even members of a corporation's board of directors
and managers own less than 5 percent of the common stock, though some
may own far more than that. Individuals, banks, or retirement funds
often own blocks of stock, but these holdings generally account for only
a small fraction of the total. Usually, only a minority of board members
are operating officers of the corporation. Some directors are nominated
by the company to give prestige to the board, others to provide certain
skills or to represent lending institutions. It is not unusual for one
person to serve on several different corporate boards at the same time.
Corporate boards place day-to-day
management decisions in the hands of a chief executive officer (CEO),
who may also be a board's chairman or president. The CEO supervises
other executives, including a number of vice presidents who oversee
various corporate functions, as well as the chief financial officer, the
chief operating officer, and the chief information officer (CIO). The
CIO came onto the corporate scene as high technology became a crucial
part of U.S. business affairs in the late 1990s.
As long as a CEO has the confidence of the
board of directors, he or she generally is permitted a great deal of
freedom in running a corporation. But sometimes, individual and
institutional stockholders, acting in concert and backing dissident
candidates for the board, can exert enough power to force a change in
management.
Generally, only a few people attend annual
shareholder meetings. Most shareholders vote on the election of
directors and important policy proposals by "proxy" -- that
is, by mailing in election forms. In recent years, however, some annual
meetings have seen more shareholders -- perhaps several hundred -- in
attendance. The U.S. Securities and Exchange Commission (SEC) requires
corporations to give groups challenging management access to mailing
lists of stockholders to present their views.
How Corporations Raise Capital
Large corporations could not have grown to their present size without
being able to find innovative ways to raise capital to finance
expansion. Corporations have five primary methods for obtaining that
money.
Issuing Bonds. A bond is a written
promise to pay back a specific amount of money at a certain date or
dates in the future. In the interim, bondholders receive interest
payments at fixed rates on specified dates. Holders can sell bonds to
someone else before they are due.
Corporations benefit by issuing bonds
because the interest rates they must pay investors are generally lower
than rates for most other types of borrowing and because interest paid
on bonds is considered to be a tax-deductible business expense. However,
corporations must make interest payments even when they are not showing
profits. If investors doubt a company's ability to meet its interest
obligations, they either will refuse to buy its bonds or will demand a
higher rate of interest to compensate them for their increased risk. For
this reason, smaller corporations can seldom raise much capital by
issuing bonds.
Issuing Preferred Stock. A company
may choose to issue new "preferred" stock to raise capital.
Buyers of these shares have special status in the event the underlying
company encounters financial trouble. If profits are limited,
preferred-stock owners will be paid their dividends after bondholders
receive their guaranteed interest payments but before any common stock
dividends are paid.
Selling Common Stock. If a company
is in good financial health, it can raise capital by issuing common
stock. Typically, investment banks help companies issue stock, agreeing
to buy any new shares issued at a set price if the public refuses to buy
the stock at a certain minimum price. Although common shareholders have
the exclusive right to elect a corporation's board of directors, they
rank behind holders of bonds and preferred stock when it comes to
sharing profits.
Investors are attracted to stocks in two
ways. Some companies pay large dividends, offering investors a steady
income. But others pay little or no dividends, hoping instead to attract
shareholders by improving corporate profitability -- and hence, the
value of the shares themselves. In general, the value of shares
increases as investors come to expect corporate earnings to rise.
Companies whose stock prices rise substantially often "split"
the shares, paying each holder, say, one additional share for each share
held. This does not raise any capital for the corporation, but it makes
it easier for stockholders to sell shares on the open market. In a
two-for-one split, for instance, the stock's price is initially cut in
half, attracting investors.
Borrowing. Companies can also raise
short-term capital -- usually to finance inventories -- by getting loans
from banks or other lenders.
Using profits. As noted, companies
also can finance their operations by retaining their earnings.
Strategies concerning retained earnings vary. Some corporations,
especially electric, gas, and other utilities, pay out most of their
profits as dividends to their stockholders. Others distribute, say, 50
percent of earnings to shareholders in dividends, keeping the rest to
pay for operations and expansion. Still other corporations, often the
smaller ones, prefer to reinvest most or all of their net income in
research and expansion, hoping to reward investors by rapidly increasing
the value of their shares.
Monopolies, Mergers, and Restructuring
The corporate form clearly is a key to the successful growth of
numerous American businesses. But Americans at times have viewed large
corporations with suspicion, and corporate managers themselves have
wavered about the value of bigness.
In the late 19th century, many Americans
feared that corporations could raise vast amounts of capital to absorb
smaller ones or could combine and collude with other firms to inhibit
competition. In either case, critics said, business monopolies would
force consumers to pay high prices and deprive them of choice. Such
concerns gave rise to two major laws aimed at taking apart or preventing
monopolies: the Sherman Antitrust Act of 1890 and the Clayton Antitrust
Act of 1914. Government continued to use these laws to limit monopolies
throughout the 20th century. In 1984, government
"trustbusters" broke a near monopoly of telephone service by
American Telephone and Telegraph. In the late 1990s, the Justice
Department sought to reduce dominance of the burgeoning computer
software market by Microsoft Corporation, which in just a few years had
grown into a major corporation with assets of $22,357 million.
In general, government antitrust officials
see a threat of monopoly power when a company gains control of 30
percent of the market for a commodity or service. But that is just a
rule of thumb. A lot depends on the size of other competitors in the
market. A company can be judged to lack monopolistic power even if it
controls more than 30 percent of its market provided other companies
have comparable market shares.
While antitrust laws may have increased
competition, they have not kept U.S. companies from getting bigger.
Seven corporate giants had assets of more than $300,000 million each in
1999, dwarfing the largest corporations of earlier periods. Some critics
have voiced concern about the growing control of basic industries by a
few large firms, asserting that industries such as automobile
manufacture and steel production have been seen as oligopolies dominated
by a few major corporations. Others note, however, that many of these
large corporations cannot exercise undue power despite their size
because they face formidable global competition. If consumers are
unhappy with domestic auto-makers, for instance, they can buy cars from
foreign companies. In addition, consumers or manufacturers sometimes can
thwart would-be monopolies by switching to substitute products; for
example, aluminum, glass, plastics, or concrete all can substitute for
steel.
Attitudes among business leaders
concerning corporate bigness have varied. In the late 1960s and early
1970s, many ambitious companies sought to diversify by acquiring
unrelated businesses, at least partly because strict federal antitrust
enforcement tended to block mergers within the same field. As business
leaders saw it, conglomerates -- a type of business organization usually
consisting of a holding company and a group of subsidiary firms engaged
in dissimilar activities, such as oil drilling and movie-making -- are
inherently more stable. If demand for one product slackens, the theory
goes, another line of business can provide balance.
But this advantage sometimes is offset by
the difficulty of managing diverse activities rather than specializing
in the production of narrowly defined product lines. Many business
leaders who engineered the mergers of the 1960s and 1970s, found
themselves overextended or unable to manage all of their newly acquired
subsidiaries. In many cases, they divested the weaker acquisitions.
The 1980s and 1990s brought new waves of
friendly mergers and "hostile" takeovers in some industries,
as corporations tried to position themselves to meet changing economic
conditions. Mergers were prevalent, for example, in the oil, retail, and
railroad industries, all of which were undergoing substantial change.
Many airlines sought to combine after deregulation unleashed competition
beginning in 1978. Deregulation and technological change helped spur a
series of mergers in the telecommunications industry as well. Several
companies that provide local telephone service sought to merge after the
government moved to require more competition in their markets; on the
East Coast, Bell Atlantic absorbed Nynex. SBC Communications joined its
Southwestern Bell subsidiary with Pacific Telesis in the West and with
Southern New England Group Telecommunications, and then sought to add
Ameritech in the Midwest. Meanwhile, long-distance firms MCI
Communications and WorldCom merged, while AT&T moved to enter the
local telephone business by acquiring two cable television giants:
Tele-Communications and MediaOne Group. The takeovers, which would
provide cable-line access to about 60 percent of U.S. households, also
offered AT&T a solid grip on the cable TV and high-speed
Internet-connection markets.
Also in the late 1990s, Travelers Group
merged with Citicorp, forming the world's largest financial services
company, while Ford Motor Company bought the car business of Sweden's AB
Volvo. Following a wave of Japanese takeovers of U.S. companies in the
1980s, German and British firms grabbed the spotlight in the 1990s, as
Chrysler Corporation merged into Germany's Daimler-Benz AG and Deutsche
Bank AG took over Bankers Trust. Marking one of business history's high
ironies, Exxon Corporation and Mobil Corporation merged, restoring more
than half of John D. Rockefeller's industry-dominating Standard Oil
Company empire, which was broken up by the Justice Department in 1911.
The $81,380 million merger raised concerns among antitrust officials,
even though the Federal Trade Commission (FTC) unanimously approved the
consolidation.
The Commission did require Exxon and Mobil
agreed to sell or sever supply contracts with 2,143 gas stations in the
Northeast and mid-Atlantic states, California, and Texas, and to divest
a large California refinery, oil terminals, a pipeline, and other
assets. That represented one of the largest divestitures ever mandated
by antitrust agencies. And FTC Chairman Robert Pitofsky warned that any
further petroleum-industry mergers with similar "national
reach" could come close to setting off "antitrust
alarms." The FTC staff immediately recommended that the agency
challenge a proposed purchase by BP Amoco PLC of Atlantic Richfield
Company.
Instead of merging, some firms have tried
to bolster their business clout through joint ventures with competitors.
Because these arrangements eliminate competition in the product areas in
which companies agree to cooperate, they can pose the same threat to
market disciplines that monopolies do. But federal antitrust agencies
have given their blessings to some joint ventures they believe will
yield benefits.
Many American companies also have joined
in cooperative research and development activities. Traditionally,
companies conducted cooperative research mainly through trade
organizations -- and only then to meet environmental and health
regulations. But as American companies observed foreign manufacturers
cooperating in product development and manufacturing, they concluded
that they could not afford the time and money to do all the research
themselves. Some major research consortiums include Semiconductor
Research Corporation and Software Productivity Consortium.
A spectacular example of cooperation among
fierce competitors occurred in 1991 when International Business
Machines, which was the world's largest computer company, agreed to work
with Apple Computer, the pioneer of personal computers, to create a new
computer software operating system that could be used by a variety of
computers. A similar proposed software operating system arrangement
between IBM and Microsoft had fallen apart in the mid-1980s, and
Microsoft then moved ahead with its own market-dominating Windows
system. By 1999, IBM also agreed to develop new computer technologies
jointly with Dell Computer, a strong new entry into that market.
Just as the merger wave of the 1960s and
1970s led to series of corporate reorganizations and divestitures, the
most recent round of mergers also was accompanied by corporate efforts
to restructure their operations. Indeed, heightened global competition
led American companies to launch major efforts to become leaner and more
efficient. Many companies dropped product lines they deemed unpromising,
spun off subsidiaries or other units, and consolidated or closed
numerous factories, warehouses, and retail outlets. In the midst of this
downsizing wave, many companies -- including such giants as Boeing,
AT&T, and General Motors -- released numerous managers and
lower-level employees.
Despite employment reductions among many
manufacturing companies, the economy was resilient enough during the
boom of the 1990s to keep unemployment low. Indeed, employers had to
scramble to find qualified high-technology workers, and growing service
sector employment absorbed labor resources freed by rising manufacturing
productivity. Employment at Fortune magazine's top 500 U.S. industrial
companies fell from 13.4 million workers in 1986 to 11.6 million in
1994. But when Fortune changed its analysis to focus on the largest 500
corporations of any kind, cranking in service firms, the 1994 figure
became 20.2 million -- and it rose to 22.3 million in 1999.
Thanks to the economy's prolonged vigor
and all of the mergers and other consolidations that occurred in
American business, the size of the average company increased between
1988 and 1996, going from 17,730 employees to 18,654 employees. This was
true despite layoffs following mergers and restructurings, as well as
the sizable growth in the number and employment of small firms.
United States Economy
Source: U.S. Department of State