非常有意思的一本书，专门研究公司的历史。这个领域之前还真是没多想过，以为有类似科斯的解释就够了，但读完才知道，科斯的解释只是非常小的一部分，是历史长河中的一小段。不得不说，这本书读完让我感觉收获很大，主要是关于公司的很多问题上通透了，极为难得。这本书的结构也很好，前面和后面一章基本介绍全了本书的精髓，剩下的六个商业故事分章展开。
照例做些摘要。
1
Corporations may be the basic building block of capitalism. But they have not always looked and acted as they do today. In the Roman Republic, corporations operated within an agrarian economy and dealt exclusively in government contracts for things like road building and tax collecting. In Elizabethan England, corporations catered to a mercantilist economy, devoted themselves to exploration and trading, and regularly engaged in actions that can only be described as piracy. Today, corporations compete in a complex global economy, provide a bewildering array of goods and services, and have access to unprecedented amounts of capital.
First and foremost, a corporation is a group of individuals incorporated by law into a single body. The second important feature of corporations: the existence of shares and shareholders. Finally, corporations possess one other characteristic that makes them a particularly attractive vessel for running a business: limited liability.
Sir Edward Coke, another eminent English jurist, put it more simply: corporations are “invisible, immortal.”
公司是资本主义的基石。其核心特征包括：独立法人/可以不朽、股东和股份、 有限责任。
The development of the corporation paved the way for the creation of an entirely new class of citizen: the capitalist. While there have always been rich people, the corporation provided a new way for the rich to grow richer. Instead of hoarding their wealth or spending it on luxuries and riotous living, the rich could instead invest it in a company.
公司的发明才让富人们赚钱之后不再只能用于奢侈消费，可以投资其他公司，发展出了资本主义。
It is only natural that corporations are powerful political actors. Democratic governments are supposed to reflect the societies they represent—their interests, their preferences, their ambitions. As corporations have become increasingly integral parts of society, their interests have inevitably gained greater sway in the political arena.
企业是非常重要的政治影响力，不次于选民。所以国家和政治服务于人民，企业也应服务于人民利益。
At the core of this book lies a simple argument. Many believe that corporations are soulless entities devoted single-mindedly to the pursuit of profit above all else. Some go even further, arguing not only that corporations elevate profits above all other considerations but that it is their duty to do so. Both of these groups are wrong. From their very beginnings, corporations have been institutions designed to promote the common good. From ancient Rome to Renaissance Florence to Elizabethan England, corporations have been the workhorses of the republic, tasked with building and maintaining a thriving society. Corporations are public entities with a public purpose, given special rights and privileges precisely because governments believe they will contribute to the greatness of their nations. While they sometimes—perhaps even often—stray from this purpose, their original and abiding justification has always been their ability to promote the good of all.
企业不能只追求利润。企业要服务于人民利益。看似扯的有点远，实际是非常深邃的道理、历史洞察。换个较低看，只有服务于人民利益的企业才有更长远的商业利益可言。
Smith does not say that profit-seeking individuals always promote the greater good. He says only that they frequently do. More importantly, he is clear that the profit motive is simply a means to an end, not an end in itself. We allow firms to profit from their efforts because we believe that it will ultimately benefit us all. Firms have a public purpose, in Smith’s view, and that is to promote the public good.
亚当斯密认为利润是企业实现其目的工具和手段，不是目的本身。利润不是目的，企业是有其公共目的的，就是服务于公众利益、人民利益。
In the last century, we have lost sight of the true spirit of corporate enterprise. We have elevated profit seeking from a means to an end to an end in itself. This shift was driven partially by law: by the twentieth century, corporations no longer had to petition monarchs for charters and instead could be created with the submission of some paperwork to the local authorities. No longer did corporations have to justify their existence. But more importantly, the shift was driven by politics.
真正的企业家精神不是一味的追求商业利益。更不能为了利润而伤害公众利益。
2 KKR
With no one at the helm, joint stock companies were disasters waiting to happen. “Negligence and profusion, therefore, must always prevail, more or less, in the management of the affairs of such a company,” Smith wrote. Jensen and Meckling provided a vocabulary for understanding Smith’s original intuition about the flaws of corporations.
There were strong reasons to believe that if a firm’s owner managed the company himself, the company would prove more rational, if for no other reason than that the owner presumably knows what he wants. If a wholly owned firm is managed by the owner, he will make operating decisions which maximize his utility.
公司是有缺陷的，比如股东和职业经理人之间的委托代理问题，经理人的疏忽和浪费等。
He invented called a “bootstrap” deal. In the early 1960s, many of the founders of companies from the World War II boom economy were beginning to retire. They wanted to cash in on the success of their firms, and yet they also wanted their businesses to live on after them, to leave a legacy. Often, their children did not want to take over the companies, and these proprietors certainly did not want to sell out to the competitors they had been fighting off for years. It was a hard nut to crack. Kohlberg cracked it. His idea was to allow aging owners of family companies to cash out but remain in control of their companies for just a bit longer. Kohlberg would find a group of investors willing to put up cash to buy the company from the founder, and then he would negotiate an agreement with the founder to keep some stock in the company and stay on as CEO for a period of years to guide it through the transition. These were friendly deals that left all parties satisfied: the founder pocketed a hefty profit from the company before eventually turning over the keys to the trustworthy hands of Kohlberg, who would sell the streamlined company at a multiple over its purchase price.
By the mid-1970s, relations between the trio and the rest of Bear Stearns had deteriorated. The returns from Kohlberg’s bootstrap buyouts had declined significantly, and Cy Lewis thought that they should abandon the losing tactic and refocus on Bear Stearns’s core corporate finance business. Kohlberg disagreed. He still believed in his bootstrap deals and thought the declining profits were just the result of a few bad apples—the strategy itself was a good one.
美国在60年代也出现了二代不接班的问题，这让Kohlberg发现了LBO收购的好机会。居然能让各方满意！但是好机会不常在，到70年代中期这样的机会就不多，回报率也骤降，好景不常在啊！
Kravis had met with Hillman a week before and been told that Hillman would give him an answer within two weeks. But six days later, Hillman’s associate called. “Did you not like us?” he asked Kravis. Kravis, flustered, asked what he was talking about. “The minute you walked out of the door we made our decision,” the associate replied. “Our decision is, we’d like half the fund.” Hillman had just committed to a $12.5 million investment. The experience with Hillman convinced the trio that individual investors, not institutions, might be a better source of funds. So in the summer of 1976, KKR turned to the time-tested fountain of wealth for every well-connected businessman: family and friends. This effort proved more fruitful. A few months later, they had managed to find seven investors, including Kravis’s father, who were willing to invest $50,000 a year to pay for the firm’s expenses.
Its first investments were few and far between, and relatively small, but turned out to be quite profitable. In 1977, KKR bought three companies. It paid $26 million for AJ Industries, a Los Angeles jet-refueling company; on its sale eight years later, investors received 44 times their investment before fees. KKR bought L.B. Foster, a Pittsburgh drilling-equipment company, for $106 million; twelve years later, investors received back 6 times their money. US Natural Resources, an Oregon-based coal-machinery company, sold to KKR for $22 million; seven years later, investors would receive back 20 times their money.
In the 1970s, the retirement savings of millions of teachers, firefighters, and civil servants around the country had been parked in giant pools of capital that had steadily grown into some of the largest investors in corporate America. These funds were watched over by state bodies such as the California Public Employees Retirement System and the Teachers Retirement System of Texas, which sought to ensure that the pension funds enjoyed sizeable returns on their investments in order to pay out the benefits they had promised to retirees. For the most part, though, these pension funds were run by government workers on government salaries. KKR realized that they were ideal investors: they controlled enormous amounts of capital, they weren’t interested in managing it directly, and they were captivated by the possibility of doing business with some of the most powerful and connected people on Wall Street. Roberts did much of the marketing because, as Kohlberg said, he was good at “recognizing that power is money, and… getting close to it and staying close to it.”
KKR最初募资的故事，经历了多次失败，无意中在Family Office有斩获，成为其后来的重点。当然这期基金的业绩是亮瞎狗眼。后面最关键的是赶上70年代养老金的大举参与。
But other fees abounded as well: there were investment banking fees, transaction fees, and fees for the use of KKR associates whom KKR placed on the boards of its portfolio companies. In the late 1980s, transaction fees alone came to around $100 million for KKR. Together, these fees composed ample profits, year in and year out, for the firm. “It’s very Machiavellian,” one investment banker remarked of the fee structure.
Disclosures that KKR made in connection with the listing put on stark display just how dependent the private equity model had become on fees rather than profits. In 2009, the firm paid Kravis and Roberts each $22 million. Only $500,000 of that came from carried interest, which is to say the profits from actually running the portfolio companies.
PE赚钱主要还是靠管理费、各种交易费。2009年，公司付了创始人2200万的薪酬，其中只有50万是Carry，有点过分了吧。
In 1984, KKR accepted a bid from Milken to finance its $330 million acquisition of Cole National, an eyewear and toy company, and Kravis was shocked by how easily Milken found buyers for the risky debt. It was “the damnedest thing I’d ever seen,” Kravis said. For the rest of the decade, KKR and Drexel would form an inseparable duo. Between 1984 and 1989, KKR used Drexel for thirteen transactions, and KKR, in turn, was Drexel’s largest borrower. One Drexel banker said of the relationship between KKR and Drexel, “It was one of the most symbiotic relationships of all time. They blessed us and we blessed them.” Drexel and Milken profited handsomely from the relationship. In his best year, in 1987, Drexel paid Milken $550 million.”
KKR的崛起也伴随着垃圾债的崛起，德崇帮了不少忙，虽然米尔肯自己进去了，但成就了KKR。
But in fact, KKR took a remarkably hands-off approach to the companies it bought. The founders actively discouraged their portfolio companies from coming to them for advice on how to run their businesses. After KKR bought Motel 6 in 1985, the CEO of the company asked Kravis and Roberts for advice on what kinds of billboards the company should post near highways to promote its motels. After the meeting, Kravis pulled Roberts aside and told him, “We’ve got problems. Because if we, laymen as we are, have got to decide what the signs are going to look like, that’s dangerous.” Six months later, KKR replaced the CEO with another, presumably more self-reliant executive.
过去一度吹起来神乎其神的投后管理，看其精髓还是要能脱手不管的才是好企业。
Professional tension inevitably led to personal tension. Kohlberg had always been reserved, preferring to spend his free time at home, playing tennis and reading novels and biographies. Kravis, on the other hand, lived in high society, attending galas and parties. Kohlberg thought this was too ostentatious. “It came between them to the point where Jerry couldn’t stand to go to Henry’s apartment on Park Avenue, there was so much wealth,” a friend of Kohlberg’s said in an interview. Things devolved quickly from there. One younger KKR partner described the messy conflict: “There were scenes when Jerry said, ‘I founded this firm. You guys wouldn’t be here without me.’ None of us liked the way it worked out in the end.” The final straw came in 1986, when Kohlberg learned that the firm had decided to award his son, Jim, who was an associate, a year-end bonus of just $500,000 rather than the $1 million handed out to other associates. Kohlberg was furious and quietly began to negotiate an exit. In 1987, he announced that he would leave the firm.
老创始人的退休一直以为是正常退休，原来是文化变化了、理念不合。 这点和黑石还是很不一样的。
“The wave of criticism led to a burst of interest in reforming private equity. In the following years, Congress held a series of hearings with buyout executives to interrogate them about their practices. Various reform proposals were bandied about, from abolishing tax deductions on interest from junk bonds to creating tax deductions for dividend payments. But all were shot down. The only effective brake on private equity’s acceleration were two unrelated developments at the turn of the decade. The first was a rise in interest rates in the wider economy. Higher interest rates made debt more expensive, thereby making it harder for private equity firms like KKR to load their portfolio companies with bonds. The second development came when Michael Milken, the undisputed champion of junk bonds, was indicted for conspiracy and fraud in connection with his securities work.”
当你过度高调的时候，你的时代也正在过去，政府的调查会接踵而至。当然真正让LBO失去光环或者说无法继续的，是持续的加息让加杠杆越来越危险；以及垃圾债的崩盘，也借不到那么多的钱了，杠杆下来。
Twenty years ago, I had a small dream that companies could be bought, and investments made, in undervalued businesses where we, as financiers, would put our money, time, and effort right alongside management. We would do everything in our power to ensure that our investment and theirs turned out well. We would both risk a great deal—capital and reputation. I chose to mention this today because all around us there is a breakdown of these values—in business and government. It is not merely the difference between insider trading and legitimate arbitrage.… It is not just refusing a suitcase of cash, it is not just the overweening, overpowering greed that pervades our business life.It is the fact that we are not willing to sacrifice for the ethics and values we profess. For an ethic is not an ethic, and a value not a value, without some sacrifice to it. Something given up, something not taken, something not gained. We do it in exchange for a greater good, for something worth more than just money and power and position. The great paradox of this philosophy is that in the end it brings one greater gain than any other philosophy。
“We all must insist on a resurgence of these values,” Kohlberg concluded. “Because if we do not, the great luck, hard work, intelligence, and decency that we have all brought to these successful investments will wither and decay. We must all insist on ethical behavior or we will kill the golden goose.
老爷子还是三观很正的守旧派，只是两位年轻人管不了那么多。
But the Age of the Raider also generated fear. The slash-and-burn strategies of private equity sometimes created short-term profits at the cost of long-term destruction. The parade of bankruptcies, layoffs, and employee complaints that followed many buyouts only strengthened these misgivings, including among some private equity managers themselves. For years, private equity raiders had been banging on the gates of corporate America. Now they had the keys to the kingdom, and they weren’t entirely sure what to do with them.
PE过去搞LBO的主要问题就是赚钱的破坏性太大，牺牲长期，为了短期利润。
3 Facebook
Consider some of the most influential start-ups founded since the bursting of the dot-com bubble in 2000. Facebook. Airbnb. Instagram. Snapchat. Twitter. Uber. They all share a similar model. They take the internet, add some proprietary technology, and then let users take control: to rent their houses, to share their photos, to start conversations, to give rides. They are platforms. They aim to grow fast and dominate their markets, typically by acquiring users through low prices and gaining a reputation as the next “it” app, the one that is cool and pretty and useful. The typical employee is young and computer savvy and perhaps not so socially adept. The whole affair is likely being subsidized by a venture capital firm or two.”“The value of start-ups lies in their ability to create networks—of friends, coworkers, homeowners, drivers—and networks tend to be self-reinforcing.”
互联网这波新型创业公司确实是非常有特色的一类，免费模式、网络效应、非常舒服的创业公司、还回报巨大！
The only problem is that every meerkat, deep in his heart, wishes he were a lion. The great promise of start-ups has always been that technology has an enormous capacity to improve human life, and the only thing holding us back is finding someone with the courage, the creativity, and, let’s say it, the hubris to try it out.
要有野心！
This focus on unbridled growth was a unique feature of the technology-driven capitalism of Silicon Valley in the 2000s. Two important factors drove it. The first was the concept of economies of scale. It had long been a foundational principle of economics that many goods are cheaper to make as you make more of them: once you build a factory and hire skilled workers, ramping up production from one car a day to two is easy. The cost of making additional cars decreases as you make more of them. Henry Ford had realized this a century before. But the invention of computers and the internet gave entirely new meaning to the idea. Once you made a website, allowing more people to access it was essentially free. Facebook could provide services to anyone in the world, at essentially zero additional cost. It simply needed to convince people to spend time on the site.
The venture capital firms that funded many of the most promising start-ups in San Francisco also drove the overriding focus on user growth. Over time, the venture capital playbook had zeroed in on a particular strategy that it believed led to outsized returns: rapid growth toward establishing a dominant, monopoly-type position in new markets. Of course, this strategy did not always work out so well. Extravagant spending with little revenue does not come without risks.
网络效应的赢者通吃，加上免费模式带来的巨大客户创造了最大的回报潜力。
PRIVACY AND SOCIAL MEDIA WERE ALWAYS DESTINED TO BE STRANGE bedfellows. People used social media companies like Facebook in the first place because they wanted to give up their privacy for something else: the right to see and be seen. At the same time, they also wanted to believe that the information they shared was visible only to the people they chose to share it with—that their posts, photos, and activities were private to the world at large but public to their friends. ”
“THE AGE OF the Start-Up has barely begun. It has only been around for two decades. It took the Romans hundreds of years to resolve the problems of the societates publicanorum. It took Congress decades to respond to the perils of railroad monopolies. We should not expect at this point to fully understand the long-term effects of start-ups on the nature of capitalism, society, and democracy. We simply don’t have enough experience with them.
And yet we are not entirely in the dark. We know some things, and we have inklings about others. We are likely to learn much more in coming years.”
互联网公司今天面临的隐私保护和数据问题并不偶然，反而是发展过程中的必然。
4
IT IS TRENDY TO WRITE AGAINST CONVENTIONAL WISDOM. TO show that everyone else is wrong. To offer some insight never before conceived. To remind us that the world is complex. But sometimes, the conventional wisdom is precisely that: wisdom. This does not mean that it is always true or does not come with exceptions or caveats. It is simply, as Aristotle said of political philosophy, “for the most part true, roughly and in outline.” Sometimes the best thing we can do is not to destroy old truths but rather to recover them.”
不听老人言，吃亏在眼前。传统智慧往往是真理。
It has focused in particular on one simple foundational principle: the purpose of corporations is, and has always been, to promote the common good. Corporations have existed for thousands of years and have sprung up in radically different social contexts and milieus, but they have always been closely connected to the state and its interests.“Simply put, corporations exist to promote society, not to oppose it.
公司的存在是为了服务公共利益，推动社会进步。
Throughout history, corporations have demonstrated a remarkable ability to channel human effort into productive enterprise. There is something magnificent in the tale of Henry Ford figuring out how to make a car and, within the span of just two decades, assembling a team capable of making ten thousand of them in a day. There is something awe-inspiring about Exxon’s engineers hunting the world for hidden caches of oil and then inventing ways to extract them from the bottom of the ocean and the frost-ridden lands of the Arctic. There is something grand about Mark Zuckerberg’s team of coders building Facebook into a website that reached billions of people around the globe. There is roguery, here, to be sure, but there is also something mystical.
The corporation is, at its heart, a testament to the power of cooperation, of people working together toward a common goal. Corporations work economic miracles because people can accomplish more together than they can apart. This is a cause for celebration and optimism, both about human nature and about our capitalist system.
公司的核心能力是将个人努力和智慧转化为生产力，将不可能变为可能。主要方式就是发挥人们合作的力量，努力合作来实现共同目标，创造奇迹。
When corporations wade into politics, they tend to bear an outsized role in shaping it. The East India Company created an army that conquered Bengal and ruled the subcontinent for over a century in order to protect its interests in the Indian textile trade. Exxon shaped American foreign policy and environmental regulation for decades. Today, Facebook’s algorithms determine what we see and know, shaping the very discourse that citizens engage in. This suggests that, at the very least, businesses should be cautious before seeking to craft society’s values—their actions are magnified beyond what any individual could ever hope to achieve. I would go further. Businesses should stay out of the politics game entirely. They do not have access to some essential wisdom about what the common good is.
当公司开始介入政治，政治反过来会通过监管等等种方式重续公司，这也是监管和企业的博弈。从反垄断到数据隐私安全，莫不如此。看似偶然，都有其必然性。
While there are certainly hard questions about the common good, there are also easy ones. A corporation that profits by exploiting unsophisticated investors acts wrongly. A corporation that pays its managers millions while sending the company into bankruptcy acts wrongly. A corporation that hides information about its harmful effects on the environment acts wrongly. A corporation that looks the other way when its customers’ data is stolen acts wrongly.
Encouraging executives to reflect on how their actions and the actions of their businesses affect others is fully consistent with the founding purpose of the corporation. Keeping that value in mind wouldn’t solve every ethical question a corporation faces, but it would solve many of them.
公司可以通过服务人民利益来赚钱，当然也可以赚快钱，获得非法利润。
It is one thing to be happy that your company earned a profit last year. It is another to think that the best thing you can do for the world is to make your company earn as much profit as humanly possible. Pursuing profit as an end in itself, and not as a means to something greater, is simply greed. Yet the caricatured view of capitalism so common today makes it into a virtue. This kind of thinking does real harm to the fabric of society, as well as to the project of capitalism.”
This book has traced the shift from the corporation as public entity with a public purpose to the corporation as mindless engine of profit.”
追逐利润是手段，不是公司的目的。把利润当成公司目的就是贪婪了。
I. DON’T OVERTHROW THE REPUBLIC
Regardless of the potential for profit, corporations should avoid taking actions that undermine the foundations of democracy itself. The first corporation was founded in a democracy. The corporation has always been the product of society, receiving privileges and rights not bestowed on anyone else. In return, it owes obligations to society. It is expected to serve the greater good. At the very least, this means not destroying the pillars of democracy.
The second way that business can undermine good government is by taking on excessive risk. Businesses take risks all the time—about whether consumers will buy their products, their research will lead to innovations, or employees will live up to expectations. Risk is unavoidable in an unpredictable world. Ordinarily, though, companies bear these risks themselves. If the product fails to catch on, if the research fails, or if employees underperform, the company might lose money or even close, but these losses fall on its shareholders, executives, and employees. Sometimes, though, businesses create risks not just for themselves but for others. When risks are so great that the company cannot bear them alone, they sometimes fall on the government and society more generally.
“II. THINK LONG TERM
Corporations focus overwhelmingly on the here and now. They fail to plan for the soon to come, let alone the far-off. But to prosper as institutions, corporations must consider the consequences of their actions, not just for this month’s revenue or this year’s profit but for the overall long-term prosperity of the company. Not all profits are created equal. Sometimes, higher profits today mean lower profits tomorrow. Markets may well reward companies for making shortsighted decisions, but where they do, corporations should be prepared to push back.”
“But shareholders are a fundamental feature of the corporation itself. Without shareholders, the corporation does not exist. Their capital is the foundation of capitalism. Corporations must be run with the interest of shareholders in mind, and a healthy relationship between the corporation and its shareholders is essential to the capitalist system.”
“IV. COMPETE, BUT FAIRLY
The fourth rule of the invisible hand is for corporations to compete, but fairly. Corporations should seek to provide better products than their competitors and offer them at lower prices. It is good for the world when they do. But they must do so fairly. It is one thing to sell a product for lower prices in order to attract more customers; it is another to sell it for less than its cost in order to bankrupt a rival. It is one thing to buy a technology company because you think its technology could improve your own business; it is another to do so in order to prevent it from emerging as your competitor. Too often corporations are driven by a desire to eliminate competition in any way possible. And the invisible hand has shown a disturbing tendency to push corporations toward these kinds of anticompetitive strategies.”
“V. TREAT YOUR WORKERS RIGHT”
“ Too often, firms exalt profits over workers. They handsomely reward CEOs who increase share prices, regardless of the cost to employees. In 1965, the average CEO was paid twenty times more than the average worker; today, they are paid almost three hundred times as much as their workers. KKR executives reaped salaries of hundreds of millions of dollars a year, even while their companies were laying off thousands of employees. This is not creative destruction; it is simply destruction. Directors and officers must recognize that they have a social duty to protect workers and promote their interests, even when doing so may dent corporate profits.”
“VI. DON’T DESTROY THE PLANET
Not destroying the planet sounds like a low bar. But the invisible hand has displayed a disturbing tendency to miss the forest for the trees. Corporations are often so focused on their own internal measures of success that they fail to see how those measures affect the world around them. The problem is well known among economists, who term the effects externalities.”
“VII. DON’T TAKE ALL THE PIE FOR YOURSELF
Corporations exist to promote the common good. They do so by channeling our work into productive avenues, from growing crops to building houses to inventing new technologies. Their goal is to create value and increase the size of the economic pie. When the pie gets bigger, everyone can have more of it. It is not a zero-sum game. But there is nothing inevitable about just how much of that extra pie goes to one group versus another. One piece might go to the corporation’s executives, another might go to the workers, another might go to the corporation’s customers, and perhaps another piece might go to society. But all too often, corporate executives take the lion’s share of the pie and leave only crumbs for others. When this happens, it is both unfair and inconsistent with the spirit of capitalism. The fruits of capitalism must be divvied up fairly and reasonably, with some attention both to merit and to need.”
VIII. DON’T MOVE TOO FAST OR BREAK TOO MANY THINGS. The corporation was designed as an institution to let people take risks and shoot for ambitious targets. Its limited liability granted owners protection from the worst outcomes of these blunders. Many companies fail. Not all products catch on. Sometimes the market turns against you. In these instances, the corporation provides a fail-safe. Even if your company fails, you will not be ruined. Shareholders have limited liability, and they don’t put their personal assets at risk when they invest in a company.
But the corporation was not intended to promote reckless risk-taking. It was not supposed to provide a blank check for entrepreneurs to play fast and loose with the rules of society, with no respect for the potential harms.”