摩根士丹利的传奇CEO John Mack的自传。刚参加工作时一度是非常熟悉的名字,所以有种天然的好感和吸引力,认真读了一遍,老爷子还真挺厉害,两进MS,力主收购Dean Witter,打下现金流的坚实基础;金融危机时挽救MS于水火,当时差点就要宣布破产了。在CSFB的短暂几年也是能救之于水火,似乎一直在灭火,面对各种情况总能做出成绩,这是非常难得,其人生经验还是非常受用的。
On one level, this is a book about how a talker became a listener, a listener became a better person, and a better person became a better leader. My self-confidence came naturally, but I had to learn how to foster confidence and collaboration in others, and to get groups of people to produce substantially more than they would as individuals. I saw firsthand that leaders are made, not born. Leadership is a discipline, something you practice. Like salesmanship, some learn it more easily than others, but it can be learned.
领导者不是天生的,也是可以后天培养的。John从很能说变成很会听 ,从会听到成为更好的自己,再成为更好的Leader,一步步可以后天习来。
Through the Great Society and its war on poverty, the federal government attempted to solve urban and rural problems. Starting in the mid-1960s, inflation began to ratchet up, eroding the value of the savings accounts where many Americans kept their money.
It was also a boom time for America. Astronauts were walking in outer space. People were investing in the country. A surging middle class wanted to own a piece of the companies that undergirded the US economy—corporations like Xerox, IBM, General Foods, and the Ford Motor Company, which had unveiled its sexy Mustang at the 1964 World’s Fair in New York. Millions of Americans jumped into the stock market.
At one point, unprocessed transactions added up to $4 billion. People on the Street often referred to this problem as “the paperwork crunch.It got so bad that in August 1968, when I started at Smith Barney, the NYSE was closed every Wednesday just to battle the massive paper pileup, and sometimes it had to close early on other days.
美国在上世纪60年代原来也搞过脱贫攻坚,真有点像今天的中国。通胀环境下,中产开始炒股。导致交易所处理的纸质单子都出现了卡顿,NYSE都得周三停市一天,这也带来了未来计算机处理的巨大需求。
By the time my twenty-fifth birthday came around in November 1969, I had learned something that would be true for the rest of my career: you have to recognize change. You have to embrace the hard choices that change demands. Most of all, you have to do your best to look into the future to get out ahead of whatever is coming. Otherwise, you will fail. This is as true on Main Street as it is on Wall Street.
25岁生日时顿悟了:要识别变化、拥抱变化,根据变化的需求选择迎难而上。
Having money let me do that. I saw money as a way to reach my goals: to be independent, to be respected, and to help people. These things were important to me, and I worked hard to achieve them. I lasted six months at Loeb Rhoades. In my four years on Wall Street, I had already worked at three firms, which was unusual then. I kept switching jobs because I wanted to work with people who made me stretch. I didn’t want to feel like I was settling.
The lesson here: never sell yourself short.”
John年轻时也追求过高收入,希望能够更独立、更被尊重,但最后还是发现钱并不是他想要的,学到了最重要的人生经验:不要让自己追求短期利益。
At 10:00 a.m. on my first day at Morgan Stanley, I saw how flawlessly the partnership worked. The firm was pricing a $100 million bond issue for AT&T. Every New York partner sat at the big boardroom table. Every partner spoke. Every partner was heard. They debated vigorously but respectfully. Then, one by one, they went around the table and voted. Whatever the price, it had to be a majority. This is because the partners were risking their own money. At the end of the meeting, they set the coupon—the annual interest rate paid on the bond—at seven and an eighth. I had never observed anything like this before. I felt that Morgan Stanley was completely committed to its clients’ success.
大摩早期的做法还是很值得学习的。每个合伙人都参与、辩论、投票,多数人决定,非常良型的合伙人文化、精英文化,想不成功都难。
Working with British Petroleum and Standard Oil of Ohio, Morgan Stanley served as the investment banker for the gargantuan deal. It raised a record $1.75 billion in financing for the project. Seventy-six institutional investors were involved, led by the Prudential Insurance Company, which committed to buying $250 million in bonds. We worked on the sale for months. I can’t believe I remember this, but I think the coupon was ten and five-eighths. Morgan Stanley’s Investment Bank side earned fees for setting up the deal, and the Sales side earned commissions for placing the bonds. The deal was completed in 1975, after which construction began. Crude started pumping through the Trans-Alaska Pipeline System in 1977.”
17.5亿美元的项目融资还是非常精彩的,10.58的票息,76家机构参与,75年做完,两年后就看到跨阿拉斯加管道的完工。
“Price is important, and relationships are important. But looking back on my career, I would say relationships have the edge. This isn’t the case with every client, but it’s true with a large majority. If you are creative and come up with good ideas, you get in the door, but relationships always win out over time.”
关系至上,甚至高于定价。这点在金融市场上感觉都适合。
Van Scoy had certain strategies. He liked to corner as many bonds as he could in a sinking fund—bonds designed to be retired—until he owned the majority. Then, because the bond issuer had to retire a certain number of bonds each year, Van Scoy used his leverage to approach the issuer and demand a higher price.
This is a real lesson: don’t avoid the hard things or the difficult people. I forced myself to call Van Scoy again and again. It was not easy for me to pitch him because he had forgotten more about bonds than I knew back then. But in winning Van Scoy’s trust, I launched my career.
I think you can be taught to be a better salesperson, but to be good at it, some traits are nonnegotiable. You have to be comfortable talking with strangers. You have to have the confidence to speak up. You have to have the ability to get people on your side. The most important characteristic: you have to like people and show a genuine interest in them.
Van Scoy的故事很有帮助的,要敢于持续打电话,哪怕总是反复碰壁。也是重要的人生经验。
Today, if you want to reach someone, there are multiple ways to do it. But back in the 1970s, there were no pagers, no cell phones, no email, no texts. We had three methods of communicating: letters, landlines, and in person. Mail was too slow. So we were either on the phone with clients or meeting with them. Voice mail was in limited use, but I can’t think of a single situation where it would be okay to send a client’s call to a recording. I believe that to this day. The client relationship is fragile. It has to be constantly watched over and nurtured. Rival salespeople from other firms circle, hawklike, ready to snatch up any opportunity. An unanswered call loses business.
Bob reminded me that I’m no better than anyone else, that you’ve got to treat everyone with respect, no matter who they are.
70年代的联系方式不错,座机、写信和见面。今天的方式虽然多了,但客户关系还是很脆弱,多见面才行。
Job Two was creating an environment where people felt comfortable telling me what they thought of my performance. It wasn’t enough to tell others the truth; I wanted to hear the truth from them. Otherwise, I wouldn’t improve as a manager. I said, “When you come into my office, as long as you shut the door, you can tell me I’m stupid. You can tell me I’m the worst person you’ve ever worked for. You can tell me you hate me. You can tell me my ideas are shit. I don’t care; as long as you say it to my face in my office, I won’t hold any grudges.”
And I didn’t. I think a lot of problems in management come from not opening yourself up to criticism. Telling bosses the unvarnished truth about how they’re doing is counterintuitive.”
愿意听真话和鼓励说出真话都十分不易。
“We doubled our talent pool by hiring both sexes—most Japanese corporations didn’t accept women as professionals. But Japanese women from elite families often had extraordinary résumés: they had attended Ivy League universities and earned their MBAs at top business schools. Having lived in the United States, they spoke flawless English. Although they had a grasp of American business culture, their real gift was their social connections to the top men at Japanese banks and insurance companies.”
日本女性员工的高官关系带来了巨大的好处,这也是后续大投行为什么都这么干的原因。
“As soon as Christy recounted Stephen’s comment about me being gone all the time, I started a tradition on the spot. I decided to take each child on a weekend trip every year, just with me. The deal I made was that they got to choose the destination—anywhere in the United States. These trips reminded me that I couldn’t let work overtake my life. It was so important to spend time with my kids and to get to know them as individuals. Sitting beside each child on the plane, I asked questions like, If there’s one thing you would like to change about me, what would it be? What’s something you like about our relationship? What do you like the most about me as your dad?
Stephen, without hesitating, gave the same answer every year: “Dad, you let me be me.”
I can’t think of a better compliment for a son to give a father.”
每年单独带孩子们出去几天是个好习惯。关键是倾听和交流。
He was the best kind of employee because he understood a universal principle: bosses hate surprises.
Late in 1985, around the time of my forty-first birthday, I was asked to join the committee, along with Anson Beard, who oversaw the Equity Division.”
“When new partners were elected, they would be told how much money they needed to contribute to Morgan Stanley. When Dick Fisher, who attended high school on scholarship and whose father was an adhesives salesman, had this conversation with Henry S. Morgan, he said, “Mr. Morgan, I’m very sorry, I can’t put up the capital.” Mr. Morgan replied, “I’ll put it up for you.”
It turned out that Mr. Morgan had done that for several partners. The message he was sending was clear: what mattered was talent. Morgan Stanley’s most valuable assets were the people who walked in the door every morning, leather briefcases in hand.
The money the new partners put into the firm earned dividends every year, but there was no immediate payout. Partners were not allowed to withdraw any of their money—either the original capital or the dividends. They didn’t earn a return on that capital until five years after their retirement. Then they were paid out based on the five-year Treasury rate. It was a low return and a long disbursement.
大摩的合伙人制度和上市前的考虑。 大摩是不允许合伙人撤回本金和收益的,直到退休之后五年。
“The IPO was a roaring success. Investors clawed to get at the 20 percent of stock Morgan Stanley offered to the public. Issued at $56.50 a share, the stock closed that afternoon at $71.25. Before we went public, Morgan Stanley’s total book equity value was $305 million. By 4:00 p.m. on March 21, we had sold 5.18 million shares, raising around $300 million. Morgan Stanley’s market capitalization—the value of the company’s total shares of stock—was now about $1.9 billion.”
“When Morgan Stanley was a private firm, if a partner made a bad gamble, the money came out of their division. The drop showed up in their P&L—profit and loss. Their bonus and their team’s bonuses went down. As we tallied up the revenues at the end of the year, everyone at the firm felt the loss.”
大摩上市时估值19亿美元,上市前的账面只有3亿美元,募集了3亿美元。
A single bad apple can spoil the barrel. I don’t put up with bad apples.
Firing people who should be fired is nonnegotiable if you’re a boss. Inertia is easier, but it’s never good. Not making a decision is making a decision. You end up with a team dominated by bullies and undercut by incompetence. Everyone else is just demoralized. Before I fire anyone, I go through a checklist. Then I make a decision. It may not be the best decision, but it’s mine. I own it. I don’t like firing people, but if it’s warranted, I’ll do it in a heartbeat. If it has to be done, I get it done.”
“There were a lot of things I would not tolerate. If I asked a question, let’s just say I was not a fan of the blank look, accompanied by a shrug and “I don’t know.” That was a big demerit in my book. Far better to respond, “This is what I do know, and I’ll get you more info.” I wanted the intel by 5:00 p.m. that day. Four o’clock was better.
Most objectionable: lying. I don’t lie, and I detest being lied to. It wasn’t just me. At Morgan Stanley, you were expected to be honest even—especially—when no one was watching.”
The backstory to his complaint was this: Salespeople and traders used to be paid a percentage of the revenue they each generated. When I was put in charge, I changed that. Now people in Fixed Income earned a salary plus a bonus. This was not how the rest of Wall Street operated. But my system forced everyone to work with one another. Instead of “eat what you kill,” my team got rewarded for “works and plays well with others.” More important—and the reason I had the conversation in the Fishbowl—I was making a point. Working at Morgan Stanley was a privilege. Complainers destroy morale.”
“I knew all about treating clients right. I had bought plenty of booze and lobsters for the Mellon folks in Pittsburgh. I had had lots of martini and shoot-the-shit lunches. But the point was to have a fun meal that cemented a friendship, not to throw open our wallets in a showy, obnoxious way. That kind of behavior can raise questions in clients’ minds about how we were handling their money. It was okay to spring for a couple of tickets to Cats or Les Misérables on Broadway but not to pay a scalper thousands of dollars for a sold-out Madonna concert at Madison Square Garden.”
开人还是挺不容易的,但想好了就开吧。改变分配模式和格局也十分不容易,这都是上市带来的改变。好好招待客人,但要杜绝铺张浪费。
“Dick Fisher summed up our motivation: “High growth rates create wealth. Wealth is what generates business for us.”
“I knew Jack and Edwin were right. We had to go for it. We were gambling Morgan Stanley’s reputation, throwing in with people and a country that we knew little about and that twenty years earlier the United States had viewed as an existential threat.
No matter. As I told Bloomberg, “It’s grow or die. The biggest risk is not to invest.”
新兴市场的参与上,最大的风险就是没有参与。高增长创造财富,财富过程带来了投行生意。
“I was there to meet with Shi Dazhen, who would soon head up the newly formed Ministry of Power. To describe him as a government bureaucrat would be to underestimate his reach and authority—Chinese officials were often de facto businesspeople. ”
“At the signing ceremony for Long Yuan Power, I sat beside beaming Chinese officials. “So, why did you choose Morgan Stanley instead of the other banks?” I asked, turning to Shi. With a big smile, he replied, “Because you, Mr. Mack, were the only banker who came to meet with us without lawyers. You trust us.”
“The key to making the joint venture happen was getting one of the country’s go-to problem-solvers on board. Wang Qishan headed up the twenty-four-thousand-branch China Construction Bank. I took an immediate liking to Wang. He was well read, open to fresh ideas, and driven to raise living standards in China. Four years younger than me, Wang was the son of an engineering professor. At age twenty, he became friends with a fifteen-year-old named Xi Jinping—China’s future president—when they were both sent to do hard agricultural labor as part of Mao’s brutal, anti-intellectual Cultural Revolution in 1968.
中国的不少政府官员其实是事实上的商人,直到今天也是如此。John不带律师见客户,给客户信任,也收获了生意。
I knew I had put the fear of God in Wei. But I hadn’t done what many executives do in similar circumstances: I didn’t tell her, “Call somebody else.” I didn’t brush her off. I learned a long time ago that you’re not a leader if you act like a bureaucrat. If this situation was as dire as she said, I couldn’t expect someone else to get on the plane. It had to be me. When you’re a leader, sometimes you’ve got to get on that horse and ride into battle.
Later, sitting next to Zhu in a reception room, I explained why, if China was trying to reform its economy, the government couldn’t interfere with its state enterprises—in this case, by subsidizing the price of gasoline. “The whole point of restructuring state enterprises is to make them market-oriented,” I said.
Zhu is a formidable, square-faced man with eyebrows as imposing as my own. He looked at me. “Morgan Stanley is doing this deal, and you’re the leader,” he said. “I want you to personally give me a commitment that you will do the best you can to make this deal a success.”
I put my hand over my heart. “Premier Zhu, I give you my word. I guarantee I will be involved in every detail of this deal, and it will succeed.”
I was. And it did. My reputation means nothing without my word.
A few weeks after my trip, the Chinese government allowed the domestic price of gasoline to align with the price of crude oil internationally. On October 19, 2000, Sinopec went public on the New York, London, and Hong Kong stock exchanges, raising $3.5 billion.
孙伟后来成了大摩的中国负责人。原来很早就这么深度参与,最初不过也是情急之下直接给公司老大打了电话,从纽约拎到了北京,效果可以说是相当不错的。中石化的海外上市居然是朱总理亲自参与决策,还要求John做出承诺才搞定。
“Wu looked shocked. But as I explained that Morgan Stanley did 50 percent of all the IPOs for Chinese corporations, she started to nod in agreement. At the end of the meeting she said, “No one has ever talked to me like that, but I’m giving you the business, Mr. Mack. This is the kind of firm I want; a firm that can be direct and tell me the truth.”
龙湖的IPO居然是John Mack亲自出面的,敢于指出问题让大佬赢得了机会。
“Sitting at my desk reading the IPO prospectus, I was blown away by Dean Witter, Discover’s revenue flow. Because of credit card transaction fees and the recurrent fees the company earned on its mutual fund business, it covered its overhead within the first four months of the year. Everything from May 1 on was profit. By contrast, Morgan Stanley’s business, based on dealmaking and trading, was unpredictable. We didn’t cover our overhead until September, or even later. ”
“Things had gone pretty well for Morgan Stanley. But my view was that this momentum would eventually sputter out. We needed to keep innovating; to hunt down new opportunities. The questions we were trying to answer: How do we get more business? How do we diversify our earnings? How do we leapfrog over our rivals?
The answer: scale up. We needed to create a larger financial footprint.”
收购Dean Witter之前,就被其现金流和业务模式所吸引。每年4月份就赚出了全年的成本,大摩要到9月份,显然是个更好的生意。
“IN THE LATE 1980s, corporate America began moving away from providing fixed pensions to retirees, instead offering current employees 401(k) plans. This switch changed Wall Street, as baby boomers invested in stocks and mutual funds. According to Charles Geisst in Wall Street: A History, “Between 1990 and 1997, the amount of money invested in mutual funds increased ten times over, and the number of investors buying them almost doubled.” We couldn’t ignore numbers like that. Morgan Stanley had handled pension funds for decades, but we had no way of reaching average investors. If the firm really was to become a major player, it needed to have access to the single largest pool of assets in the world: US households.And a specific category of stocks had grabbed these investors’ attention: tech.
美国的90-97年间,老百姓居然对共同基金的投资翻了十倍!还是市场的赚钱效应最明显啊。
“Purcell started negotiating in earnest in December 1996. I think the catalyst that brought him to the table was another merger. NationsBank—soon to be called Bank of America—bought Boatmen’s Bancshares, the biggest bank in St. Louis, Missouri, and the lower Midwest. Purcell must have suddenly recognized that Dean Witter now had another huge national rival. “I’d really like to renew our discussions and see if we can figure out how to put a deal together,” he told us on the phone. That’s when the negotiations got serious.
很多大事件是需要契机的。
After we hung up, Phil Duff came into my office and sat down. “Look, John, we’re so bloody close here,” he said. “You don’t get these opportunities very often. We’ve talked about the other targets that could be candidates for us. But there are two parts to any merger. First, the strategy has to work. Second, and just as important, you have to have a willing party. Those are not easy to come by. Why don’t you call Purcell back and suggest having dinner together, just the two of you.”
That night Purcell and I met in a private room at the Box Tree, a tiny, discreet French restaurant on East Forty-Ninth Street. I got home around midnight. “This is big!” I told Christy, who was waiting up. Next I called Duff. “I got it done! Check your fax machine. I’m sending over a one-pager. It’s the term sheet. We hammered out the financials and the exchange ratio between the stocks.”
I continued. “We agreed on the leadership of the new firm.”
要解决问题,往往需要最少的人参与,决策者的亲自参与。
Then the dot-com mania began to cool. Investors realized that many of the just-hatched tech companies were burning through cash without a glimmer of profit on the far horizon. Suddenly the “new economy” was revealed to be similar to the “old economy”: you have to have a strong stomach to hold on to stock in a company that is losing value, no matter how cutting-edge and disruptive it claims to be.”
互联网泡沫破裂的时刻,投资人会对新经济也提出类似旧经济的的要求:技术多么先进和创新已经不重要了,关键是要能拿得住。
Phil Anschutz gave me the backbone to do what I needed to do. It was painful, but at the same time I thought, If I’m going to die, I want to die quickly. Staying at Morgan Stanley, I would have died slowly, with cuts every day. I had to leave.
早死早超生。
A LOT OF people, especially on Wall Street, have what is known as “the number.” This is the amount of money that, once accumulated, allows them to walk away from their jobs. It can be $5 million or $500 million. The sum doesn’t matter. The point is, they feel that they’re set for life, and they want out. They might be thirty; they might be fifty-five. They love the money but not the job. Some good people at Morgan Stanley felt this way. I was the opposite. I liked the money a lot, but I was in it for the work. It gave my life purpose and structure.”
华尔街的Number文化,赚够多少钱就退休。这样的人热爱的是钱,不是工作本身,John爱钱,但更爱工作。
A typical business pays twenty to twenty-five cents out of every dollar of revenue to its employees. Because talent is the primary asset of an investment bank, it usually pays its employees fifty cents on the dollar, with the other half going to shareholders and administrative costs. But at CSFB, sixty cents of every dollar was going to the employees. When you’re talking about hundreds of millions of dollars, those ten extra cents add up.
传统行业是把收入的25%用来付薪水,投行能提高到50%,但CSFB是给到了60%,这是有问题的。
I knew Gao’s back pain wasn’t the only thing bothering him. The Chinese were angry. On December 19, 2007, when we announced the CIC’s $5.6 billion infusion, our share price was $50.08. Today it was $27.21—meaning their investment had lost almost half its value. Gao told us that CIC wanted to increase their investment in Morgan Stanley from 9.9 percent to 49 percent. But the amount they were willing to pay for the additional 39.1 percent of the firm was insultingly low: $5 billion. ”
这个50亿的出价被John描述成了侮辱性的低价,趁火打劫都不止。
“Hank began, “We cannot have chaos on Monday morning. We need you to do something with your firm.”
Bernanke then spoke. “John, we see things you don’t see. This is much bigger than any one firm. This is about a global crisis. We have to have a solution, and we need a solution for your firm.”
Geithner spoke next. He was calm but steely. “We have a systemic problem,” he said. “Every bank is in peril. For the sake of the country, we need to eliminate risks. The way to do that is to combine banks and institutions.” They were trying to take a problem off their plate.
“You need to call Jamie and get a deal done,” Geithner said.
“Tim, out of respect for you, I already called Jamie,” I said. “He’s not interested.”
“You should call him again. He’ll buy Morgan Stanley.”
“Yeah, he’ll buy the firm for a dollar,” I said. “Let me ask you a question, the three of you. I have forty-five thousand employees. In New York City, between AIG, Lehman Brothers, Bear Stearns, and Merrill Lynch, probably forty thousand jobs have already been lost. From a public policy point of view, does this make sense?
差点破产或被收购的危急时刻,能够果断拒绝央行行长、财长等大领导的offer,确实不容易。 大摩也就在这个果断的拒绝之下,赢得了自己的生存,当然后面搞定日本还是很关键的。
“AT THE END of our call, I believed that Nobuo and I had reached a tentative agreement that Mitsubishi would buy up to 20 percent of the firm for as much as $8.5 billion. We expected a signed letter of intent to follow almost immediately. But my work was not done. Gao and his team were still next door. I knew as CEO that I was the one who had to deliver the news. I went to the conference room and told them that we had just reached a deal with Mitsubishi. Irate, they packed up and left for the airport.
同时在和日本和国内谈,国内的人还在现场,理应是更有机会的,但现实却非如此。当然价格本身也是问题,国内的价格是50亿/39.9%;日本人开价85亿/20%。永远会有竞争对手,不要光打自己的如意算盘。
“This meant a lot to me. James had been a strikingly calm, stalwart presence. When other people were agonizing that we were running out of cash, James was focused on how we could raise more money. It was a real-life example of the principle—never be part of the problem, always be part of the solution.”
终身受用的原则:永远去想解决问题的办法,而不是成为问题的一部分。
In the meeting with Gao and Lou, I was calm and direct. I explained step-by-step how the deal came together with Mitsubishi. Lou was emotional. I listened attentively; I didn’t get defensive. I just sat there and took it. When the meeting ended, I didn’t know if I had succeeded in repairing the rupture. Then I headed to the airport, feeling pretty beat down.
大摩定增这件事,居然要由高西庆和楼部长这样的大领导亲自出面,楼还大发雷霆。真是每个官员都是商人的感觉,似乎整个国家都在做生意。
The regulators had finally signed off. We could close the deal on Monday, October 13. But there was a problem. October 13 was a bank holiday—both in Japan, where it was Health and Sports Day, and in the United States, where it was Columbus Day (now Indigenous Peoples’ Day). This meant that Mitsubishi could not wire us the $9 billion. The New York Stock Exchange, on the other hand, was open. We could not risk having another day like Friday. We couldn’t survive our stock price being battered, possibly all the way down to zero. We had to get that money in hand before the markets opened.
The investment team came up with an unorthodox solution. Would Mitsubishi write Morgan Stanley a check for $9 billion?
“It doesn’t even have to be a certified check,” Kindler said.”
金融危机当时的危急之下,三菱银行的果断是令人敬佩的,即便如此还是能遇到转不了帐这种技术性问题。情急之下居然采取了写支票的方式,估计这也是历史上最大额的一笔支票了吧。
For me, taking the money was a nondecision. I knew that if I didn’t and something blew up, I’d be out of business. I reached across the conference table, picked up the term sheet, signed it, and slid it back over. “Aren’t you going to go back to your board and ask for permission?” Thain asked, staring at me in disbelief.
I looked at him. Are you kidding me?
“I’ve got my board on twenty-four-hour call,” I said. “Of course my board will approve it. And if they don’t, maybe I’ll get lucky and they’ll fire me.
大摩这么大的公司和领导人,也未必都要时刻循规蹈矩、时刻遵守规则,事情还是要分轻重缓急,领导人要时刻循规蹈矩就不是好的领导人了。