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Neil Fligstein
University of California, Berkeley
M ost key insights of the sociology of embeddedness produced effects that econo-
markets have been framed as reac- mic models could not predict (Burt 1983;
tions to neoclassical economic views of the Zelizar 1983; Baker 1984; Fligstein 1990).
functioning of markets. White (1981) sug- The empirical literaturehas failed to clarify
gested that stable production markets were the precise natureof the social embeddedness
only possible if actors took one another into of markets. Granovetter (1985) argued that
account in their behavior, contraryto the ba- network relatedness is the most important
sic assumption of the neoclassical economic construct. Burt (1983) proposed that net-
view, which stresses anonymity of actors. works stand in for resource dependence.
Granovetter (1985) extended this argument, Podolny (1993) has used networks as a cause
suggesting that all forms of economic interac- and consequence of the creation of a status
tion were centered in social relations, what he hierarchy.Fligstein (1990) and Fligstein and
called the embeddedness of markets.Various Brantley (1992) argued that the social rela-
scholars have presented evidence that market tions within and across firms and their more
* formal relations to the state are pivotal to un-
Direct correspondence to Neil Fligstein, De- derstanding how stable markets emerge.
partment of Sociology, University of California, Campbell and Lindberg (1990) and Camp-
Berkeley, CA 94720 (fligst@uclink4.berkeley.
bell, Hollingsworth, and Lindberg (1991)
edu). This paper is a revised version of one pre-
sented at the annual meetings of the Society for took a similar approach and focused on the
the Advancement of Socio-Economics, New York emergence of what they call governance
City, March 1993. I thank Haldor Byrkjeflot, structuresin industries.Institutionaltheory in
John Campbell, Bruce Carruthers,Frank Dobbin, the organizational literature has argued that
Mark Granovetter, Gary Hamilton, Neil Smelser, institutional entrepreneurscreate new sets of
Linda Stearns, Art Stinchcombe, Richard social arrangementsin organizational fields
Swedburg, Charles Tilly, and Loic Wacquant for with the aid of powerful organized interests,
comments. I also thank the ASR Editor and re- both inside and outside of the state (Di-
viewers for their comments. I partially prepared
Maggio 1989; DiMaggio and Powell 1991).
this paper while a Fellow at the Center for Ad-
vanced Study in the Behavioral Sciences (sup- These latter perspectives have been but-
ported by NSF Grant #SBR-9022192). [Review- tressed by studies on comparative industrial
ers acknowledged by the author include Nicole organization (Hamilton and Biggart 1988;
W. Biggart and Marc Schneiberg. -ED.] Chandler1990; Gerlach 1992) that show how
state-firm interactions in various societies projects: the internal firm power struggle
have produced unique cultures of production. and the power struggle across firms to con-
Industrial countries are not converging to- trol markets. These are related "control"
ward a single form (Fligstein and Freeland projects (White 1992). The internal power
1995). Instead a plurality of social relations struggle is about who will control the orga-
have been observed that structure markets nization, how it-will be organized, and how
within and across societies. These observa- situations will be analyzed and responded
tions have challenged the neoclassical econo- to. The winners of the internal power
mists' view that markets select efficient struggle will be those with a compelling vi-
forms which, over time, converge to a single sion of how to make the firm work inter-
form.I nally and how to interact with the firm's
To push this debate forward, sociologists main competitors. I use a social movement
must go beyond documenting the shortcom- metaphor to characterize action in markets
ings of the neoclassical model. Thus, in this during marketcreation or crisis.
paper, I begin to structure a new view from The production of market institutions is a
the existing literature. The basic insight is cultural project in several ways. Property
that the social structures of markets and the rights, governance structures,conceptions of
internal organizationof firms are best viewed control, and rules of exchange define the so-
as attempts to mitigate the effects of compe- cial institutions necessary to make markets.
tition with other firms. I outline a political- Economic worlds are social worlds; there-
cultural approach, and I use the metaphor fore, they operate according to principles like
"markets as politics" to discuss how these other social worlds. Actors engage in politi-
social structures come into existence, pro- cal actions vis-a'-vis one another and con-
duce stable worlds, and are transformed. struct local cultures to guide that interaction
The "markets as politics" metaphor has (Geertz 1983).
two dimensions. First, I view the formation An important purpose of this paper is to
of markets as part of state-building. Modern bring together the versions of economic so-
states with capitalist economies create the in- ciology that stress institutions with those that
stitutional conditions for markets to be stress networks and population ecology. I use
stable. I identify what institutions are con- the metaphor of "marketsas politics" as the
tested and view their construction as a politi- unifying construct which focuses on how so-
cal project undertaken by powerful actors. cial structures are produced to control com-
Great societal crises, such as war, depres- petition and organize the firm. My approach
sion, or the entry of a nation into modern de- combines key features of the other perspec-
velopment, are pivotal to understanding a tives, but fills in what I consider to be im-
society's economic development. Once in portantshortcomings of those theories. Insti-
place, these "rules" of market-building and tutional theory in the organizational litera-
market intervention are keys to understand- ture is concerned with the construction of
ing how new markets develop in a society. rules, but it lacks a theory of politics and
Second, I argue that processes within a agency. Networks are at the core of markets
market reflect two types of political to the degree that they reflect social relations
between actors. The major limitation of the
1
Finance economics, agency theory, and trans- network approaches is that networks are
action cost theory are all attempts to specify how sparse social structures, and it is difficult to
profit maximizing social relations evolve to gov- see how they can account for what we ob-
ern firms and industries. Some proponents argue serve in markets. Put another way, they con-
that all firms in every market (defined in product tain no model of politics, no social precondi-
or geographic terms) will ultimately converge tions for the economic institutions in ques-
(Jensen 1989), but others are prepared to recog-
tion, and no way to conceptualize how actors
nize that preexisting social relations might pro-
vide additional efficiencies (Williamson 1985, construct their worlds (Powell and Smith-
1991). Evolutionary theory (Nelson and Winter Doerr 1994). Population ecology has usually
1982) and path dependence arguments (Arthur taken the existence of niches or markets as a
1989) can be used in a very similar way, to ac- given, which would seem to be antithetical
count for the dynamics of real markets. to a more social constructionist approach.
However, Hannan and Freeman (1985) have Laws, called antitrust, competition, or
argued that niches are social and political anticartel laws, exist in all advanced indus-
constructions, and they discussed how boun- trial societies. The passage, enforcement, and
daries are formed. I elaborate on such a per- judicial interpretationof these laws is con-
spective, but with a more explicitly political tested (Fligstein 1990), and the content of
model. such laws varies widely across societies from
allowing cooperation or mergers between
competitors to enforcing competition.
MARKET INSTITUTIONS: Market societies also develop more infor-
SOME DEFINITIONS mal institutional practices which are embed-
My focus is on the organization of modern ded in existing organizations as routines and
production markets (White 1981). Markets are available to actors in other organizations.
refer to situations in which some good or ser- Some mechanisms of transmission are pro-
vice is sold to customers for a price that is fessional associations, management consult-
paid in money (a generalized medium of ex- ants, and the exchange of professional man-
change). The first problem for developing a agers (DiMaggio and Powell 1983). These
sociology of markets is to propose theoreti- informal practices include how to arrange a
cally the social institutions necessary as pre- work organization (such as the multi-
conditions to the existence of such markets. divisional form), how to write labor and
Institutions refer to shared rules, which can management contracts, and where to draw
be laws or collective understandings,held in the boundariesof the firm. They also include
place by custom, explicit agreement, or tacit current views of what constitutes legal and
agreement. These institutions-what can be illegal behavior of firms.
called propertyrights, governance structures, The purpose of action in a given market is
conceptions of control, and rules of ex- to create and maintain stable worlds within
change-enable actors in marketsto organize and across firms that allow firms to survive.
themselves, to compete and cooperate, and to Conceptions of control refer to understand-
exchange. ings that structureperceptions of how a mar-
Property rights are social relations that de- ket works and that allow actors to interpret
fine who has claims on the profits of firms their world and act to control situations. A
(akin to what agency theorists call "residual conception of control is simultaneously a
claims" on the free cash flow of firms [Jen- worldview that allows actors to interpret the
sen and Meckling 1974; Fama 1980]). This actions of others and a reflection of how the
leaves open the issues of legal forms; the re- market is structured.Conceptions of control
lationships between shareholders and em- reflect market specific agreements between
ployees, local communities, suppliers, and actors in firms on principles of internal orga-
customers; and the role of the state in direct- nization (ie., forms of hierarchy), tactics for
ing investment, owning firms, and protecting competition or cooperation,and the hierarchy
workers. Unlike agency theorists, I arguethat or status ordering of firms in a given market.
the constitution of property rights is a con- A conception of control can be thought of as
tinuous and contestable political process, not "local knowledge" (Geertz 1980). The state
the outcome of an efficient process (Roe must ratify, help create, or at the very least,
1994). Organized groups from business, la- not oppose a conception of control.
bor, government agencies, and political par- Rules of exchange define who can transact
ties will try to affect the constitution of prop- with whom and the conditions under which
erty rights. transactions are carried out. Rules must be
Governance structures refer to the general established regardingshipping, billing, insur-
rules in a society that define relations of ance, the exchange of money (i.e., banks).
competition, cooperation, and market-spe- and the enforcementof contracts. These rules
cific definitions of how firms should be or- become even more important across societ-
ganized. These rules define the legal and il- ies. As with property rights, governance
legal forms of how firms can control compe- structures,and conceptions of control, states
tition. They take two forms: (1) laws and (2) are essential to the creation and enforcement
informal institutional practices. of rules of exchange.
produces multiple products can reduce its ganizations, groups, and institutions that
dependence on any one product, and hence, comprise the state in modern capitalist soci-
increase the likelihood that the firm will sur- ety claim to make and enforce the rules gov-
vive. This allows the firm to grow larger, erning economic interaction in a given geo-
which increases firm stability as well. Firms graphic area (Krasner 1988).4 Capitalist
search for new markets because there can be firms could not operate without collective
huge gains to the first mover. Such gains help sets of rules governing interaction. While
stabilize the firm. If markets fail to material- most modern discussions of state-building
ize or market conditions deteriorate, a diver- have focused on welfare and warfare, mod-
sified firm can exit a failed market without ern capitalist states have been constructed in
threatening the larger corporate entity. The interaction with the development of their
production of multiple products introduces economies, and the governance of economies
internal control problems, and actors are con- is part of the core of state-building (Fligstein
stantly reorganizing around variations of the 1990; Hooks 1990; Campbell et al. 1991;
holding company and multidivisional form Dobbin 1994; Evans 1995).5
(Fligstein 1985; Prechel 1994). Propertyrights, governance structures,and
Actions to control competition can be rules of exchange are arenas in which mod-
thought of as a cultural tool kit (Swidler ern states establish rules for economic actors.
1986). Actors are preparedto take what they States provide stable and reliable conditions
can get and work toward a more stable mar- under which firms organize, compete, coop-
ket situation. In this way, conceptions of con- erate, and exchange. The enforcement of
trol are inspired solutions based in the prag- these laws affects what conceptions of con-
matics of experience (Padgett and Ansell trol can produce stable markets. There are
1992). political contests over the content of laws,
Conceptions of control refer to broader their applicability to given firms and mar-
cultural conceptions in which these "tool kit" kets, and the extent and direction of state in-
tactics are embedded. Actors in two different tervention into the economy. Such laws are
markets might use product diversification, never neutral. They favor certain groups of
but one might view it as diversifying the fi- firms.
nancial portfolio (a financial perspective), My argument is that it is likely that states
while the other might see it as carrying a full are important to the formation and ongoing
line of goods (a marketingperspective) (Flig- stability of markets.How they will be impor-
stein 1990). Conceptions of control also al- tant and to what degree is a matter of con-
low actors to interpret what a particularstra- text. Some states have greater capacities for
tegic move by competitors might mean. intervention than others, and the likelihood
Actors stick with the conception they be- of intervention depends on the nature of the
lieve works. After some period of time, oth- situation and the institutional history of the
ers will recognize some key set of factors and
begin to imitate them. But these factors are
4One could argue that marketsfor illegal goods
rarely articulated before the fact; they be- develop and that this negates the arguments about
come accepted or common knowledge only the role of states in markets. My view is that ille-
after they operate to produce stability for gal markets depend on states in a great many
some firms. Such tactics and conceptions ways as well. For instance, illegal markets use
create cultural stories that can be used over many of the commercial channels that were set
and over again to justify an action or produceup by legal markets (e.g., shipping and banking).
a new one. The definition of a marketas illegal implies much
about how it is likely to be organized. Hence, the
conception of control governing illegal markets
STATE-BUILDING AS MARKET- will not be ratified by states, but will be a reac-
BUILDING tion against them.
5 Much of this discussion is inspired by the re-
One implication of my metaphor, "markets cent literature in political science that defines it-
as politics," is that states play an important self as historical institutionalism (March and
role in the construction of market institu- Olsen 1989; Hall 1989; Steinmo, Thelen, and
tions. Why are states so important?The or- Longstreth 1992).
state (Evans, Skocpol, and Rueschmeyer Proposition 1: The entry of countries into
1985; Laumann and Knoke 1989).6 capitalism pushes states to develop rules
Propertyrights define the relation between about property rights, governance struc-
an economic elite and the state. Business tures, and rules of exchange in order to
elites struggle to keep states from owning stabilize markets for the largest firms.
property, but they want states to enforce
property rights. States differ with regard to The timing of entry of countries into capi-
their rules for cooperation and competition. talism has had huge effects on societal tra-
Some allow extensive cooperation between jectories (Westney 1980; Chandler 1990;
firms, particularly in export markets (e.g., Fligstein 1990; Dobbin 1994). For countries
Germany), while others restrict the ability of just establishing modern capitalist markets,
firms in similar industries to cooperate (e.g., creating stable conceptions of control is
the United States). All states restrict compe- more difficult precisely because property
tition to some degree by not allowing certain rights, governance structures, and rules of
forms of predatory competition or by re- exchange are not well specified. Firms are
stricting entry into certain industries by us- exposed to the ravages of cutthroat competi-
ing trade barriers (both tariff or nontariff) tion and demand that the state establish rules
and regulation. The political processes that about propertyrights, governance structures,
generate these rules often reflect the. orga- and rules of exchange. Creating these new
nized interests of a given set of firms in one institutions requires the interaction of firms,
market. A good working hypothesis is: One political parties, states, and newly invented
way to produce stable markets is to get the conceptions of regulation.
state to intervene to restrict competition. This
is a "normal"firm strategy. Proposition 2: Initial regulatory institutions
An important dimension of state involve- shape the development of new markets
ment into markets is capturedby the distinc- because they produce cultural templates
tion between direct intervention and regula- that affect how to organize.
tion. Interventionist states (e.g., France) are
involved in making substantive decisions for The shape of these initial regulatory insti-
many markets. They may own firms, direct tutions has a profound effect on subsequent
investment, and heavily regulate firm entries, capitalist development. Indeed, any new mar-
exits, and competition in markets. In con- kets that come into existence do so under a
trast, regulatory states (e.g., the United given set of institutions. One can observe
States) create agencies to enforce general that as countries industrialize, the demand
rules in markets, but do not decide who can for laws or enforceable understandings is
own what and how investments proceed. high, and that once they are produced, they
Both strategies of intervention can be cap- are stable, and demand for laws lessens.
tured by firms. States can either intentionally As new industries emerge or old ones are
or unintentionally upset the status quo of a transformed, new rules are made in the con-
given market by changing rules. text of the old rules. Dobbin (1994) has ar-
Below I advance some propositions about gued that societies create "regulatorystyles."
the interactions between states and other or- These styles are embedded in regulatory or-
ganized societal groups underdifferent social ganizations and in the statutes that support
conditions. These propositions imply re- them. New rules follow the contours of old
search agendas that have been only partially ones. States are often the focus of marketcri-
exploited. ses, but actors continue to use an existing set
of laws and practices to resolve crises.
6 This perspective does not imply that the state
is pivotal for every economic process. Even in Proposition 3: State actors are constantly at-
societies where states have a history of interven- tending to some form of marketcrisis or
tion, state involvement is variable, and its effects another. This is because markets are al-
are variable as well. The state's role depends on ways being organized or destabilized,
which market is being discussed and the current and firms are lobbying for state interven-
conditions in that or related markets. tion.
In normal times, change in markets will be take over the local product markets. More-
incremental and dependent upon the con- over, there exist few marketinstitutions, such
struction of interests of actors in and around as property rights, governance structures, or
the state.7 Having stable rules is often more rules of exchange, to guide actors in new
importantthan the content of the rules. How- firms (Stark 1992, 1996; Burawoy and
ever, rules do embody the interests of domi- Krotov 1992).
nant groups, and state actors will not inten- It is interesting to consider Hungary.
tionally transform rules unless dominant Stark (1992, 1996) has found that state ac-
groups are in crisis. Because of their central tors in Hungary have turned state owned
place in the creation and enforcement of mar- ministries into corporations. The govern-
ket institutions, states will become the focus ment holds the bulk of stock in these corpo-
of crisis in any important market. Given the rations, although control appears to have de-
constant turmoil inherent in markets,one can volved to managers. Eventually, state actors
expect the state to be constantly attending to appear willing to have firms sold off to pri-
some form of market crisis. vate interests. Complicated patterns of
Pressure on states can come from two shareholding have developed whereby the
sources: other states (and by implication, state owns all of some firms and parts of
their firms), and existing markets that can be others. What is particularly interesting is
constructed either locally (within the geog- how managers have responded to the prob-
raphy of the state) or globally (across states). lem of competition.
As economic interdependence across societ- Stark (1996) documents that managers
ies has increased, there has been an explo- have reorganized firms into complex struc-
sion of cross-state agreements about property tures in which large firms incorporate satel-
rights, governance structures, and rules of lites of smaller firms in which the large firms
exchange. hold equity shares. Firms have taken up two
tactics. First, they have taken ownership
Proposition 4: Laws and accepted practices stakes in firms producing similar products
often reflect the interests of the most or- and have tried to control both the inputs and
ganized forces in society. These groups outputs of production. Second, groups of
support wholesale transformationof in- firms with related and unrelated products
stitutions only under crisis circum- have joined together. These two tactics, inte-
stances like war, depression, or state col- gration and diversification, are tactics de-
lapse. scribed earlier as used by firms to avoid di-
rect competition.
The possibility for wholesale transforma- A number of problems are engendered by
tion occurs when there is an economy-wide this particularcombination of nascent prop-
failure of existing rules. Wars, depression, erty rights and conceptions of control. State
and possibly international economic compe- actors have recently forced Western-style ac-
tition can undermine society-wide arrange- counting standardsto attractWestern invest-
ments. Massive economic crises will bring ment, which has resulted in many bankrupt-
about political demands for changes in the cies (Stark 1996). As a result, the state is
rules. pressured to prop firms up. Moreover, the
These propositions illuminate the kinds of state is the holder of equity and debt, and
problems confronting the late-comers to making the financial situation more precari-
capitalist social relations in Eastern Europe. ous makes it harderto appeal to Western in-
The international organization of markets vestors. It is not clear whether integration
means that firms in developed product mar- and diversification will produce stable out-
kets are poised to invade these societies and comes. The problem is that these strategies
may not be able to stand up to invasion by
7 The purpose here is not to develop a theory of Western firms, particularly given the finan-
the forms of states, but only to note their poten- cial problems firms face.
tial influence on market formation through their While my approach cannot say how these
power to make the rules that govern all forms of transformationsin Eastern Europe will turn
social activity in a given geographic area. out, it suggests how to study these processes.
telecommunications, utilities, banks, and steel industry was susceptible to huge price
media. swings because of its role in the railroad in-
dustry and building trades. These price
Proposition 8: The "liability of newness" in
swings were devastating to firms in the in-
a new market reflects, in part, the
dustry because they had invested large
market'slack of social structureor con-
amounts of fixed capital. Thus, there was a
ception of control (i.e., it reflects partici-
great deal of incentive to find legal mecha-
pants' inability to control competition).
nisms to stabilize prices (Hogan 1970).
It is at the emergence of markets that com- The basic problem for the steel industry
petition and price mechanisms exact their was to discover a conception of control that
greatest toll. With no established conception controlled competition. Cartels and monopo-
of control to structurenonpredatoryforms of lies were illegal in the United States
competition, price has its strongest effect (Thorelli 1955). The choice that remained
(Stinchcombe 1965; Hannan and Freeman was to integrate firms to control the market.
1977). There is a tendency to blame business My proposition that the largest firms in the
failures on a lack of resources or the inabil- market are the leaders in such efforts is his-
ity of managers to construct organizations torically accurate in this case (Hogan 1970).
that reliably deliver products. I argue that During the turn of the century merger
part of what is going on is the lack of a so- movement, the largest industrial corporation
cial structureto control competition. Markets in the world emerged: the U.S. Steel Corpo-
in which a conception of control never ration. The merger created a large corpora-
emerges continue to have relatively high tion that controlled inputs into the steel-mak-
rates of firm death, while markets that are ing process as well as divisions that pro-
able to produce conceptions of control stabi- duced outputs for every segment of the mar-
lize at lower death rates. ket. The company controlled more than 65
percent of the market for steel and 75 per-
Proposition 9: New markets borrow concep-
cent of the industry's iron ore reserves
tions of control from nearby markets,
(Hogan 1970). In spite of being in a strong
particularlywhen firms from other mar-
position, the firm found itself confronted by
kets choose to enter the new market.
wild swings in product demand and unstable
New marketsare born in close social prox- prices well into the twentieth century. It
imity to existing markets. Earlier, I argued faced a dilemma in enforcing its position
that diversifying products is a way to pro- against its competitors. If the firm vigorously
duce more stable firms. Entering new mar- pursued price-cutting to gain monopoly con-
kets does not require confronting entrenched trol over the industry, it would find itself a
interests and does not directly threaten the target of antitrust authorities; if it did noth-
stability of the firm. If new markets succeed, ing, it would find its large investment threat-
then firm stability is enhanced. The differen- ened.
tiation and creation of new products is most U.S. Steel began to pursue an alternative
frequently the spinoff of existing products. tactic. It posted its prices and production
The startof a new market is not random, but schedules and defended them by decreasing
is shaped by existing conceptions of control, refer to producers of similar commodities. An-
legal conceptions of property and competi- other issue is that most large firms participate in
tion, and the existing organization of related many markets. For instance, there are a number
markets. of markets where steel is sold. The firms who
To illustratethese principles, it is useful to produce the product often sell into different mar-
consider examples. The creation of the U.S. kets. Since the basic product is similar across the
steel industry is a clear case of firms strug- markets (although its end use may be different,
gling to create a social structure to control i.e., rails, automobiles, bridges) and the partici-
pants in these markets take one another into ac-
competition.9 In the nineteenth century, the count in their actions, it is useful to speak of the
steel industry.The general abstractdynamics dis-
9 I do not mean to imply that markets and in- cussed within markets can be played out across
dustries are the same thing. Markets involve buy- producers of some product or set of related prod-
ers and sellers of a commodity whereby industries ucts.
Powell and Brantley 1992). The earlier dis- Incumbents are constantly trying to edge one
cussion might predict that the most likely another (and challengers) out for market
outcome is a merger between the two indus- share, but they refrainfrom direct confronta-
tries, whereby large biotechnology compa- tion that might prove the ruin of all. These
nies become drug companies or divisions actions will be guided by the existing con-
thereof. The largest players in the marketare ception of control (i.e., the conception of
the drug companies; their conception of con- what is a reasonable action). This requires
trol solves competition problems in the phar- actors to frame action for their firm against
maceutical industry;they already have nego- their competitors and to have the resources
tiated the legitimacy of that solution with (power) to make it stick. They know the
states. The problem of controlling the defec- identity of the importantfirms in the market,
tion of scientists would be more ephemeral they try and make sense of their moves, and
to solving the problem of getting products they respond to those moves.
through the patent process. This accounts for the relative stability of
established markets,both in the identities of
Proposition 10: In markets with stable con-
the participantsand their tactics. To produce
ceptions of control, there is a great deal
a stable order where firms survive is a rela-
of agreement by market participants on
tively difficult problem. Once stability is at-
the conception of control and the status
tained, actors in firms are loathe to engage in
hierarchies and strategies it implies.
actions that undermine their incumbency. If
Once a stable market emerges, the roles of challengers shift tactics or invaders come
incumbents and challengers are defined and into the market, incumbent firms continue to
the power structure of the market becomes engage in the same kinds of actions that pro-
apparent.Actors in firms throughoutthe mar- duced the stable order in the first place. In-
ket will be -able to tell observers who occu- cumbent firms may allow some redefinition
pies what position and what their central tac- of who is an incumbent and who is a chal-
tics are. They will be able to make their ac- lenger, but they will remain committed to the
tions contingent on their interpretation of overall conception of control that lessens
those tactics. competition. To break down the stable order
could potentially bring more chaos than
Proposition 11: Incumbent firms pay atten-
would enforcing the "way things are done."
tion to the actions of other incumbent
Actors are also cognitively constrained by a
firms, not challenger firms, while chal-
conception of control. Their analysis of a cri-
lenger firms focus on incumbent behav-
sis will be framed by the currentconception
ior.
of control and their attempts to alleviate the
A stable world depends on social relations crisis by applying "the conventional wis-
between the largest firms. The central play- dom."
ers will generally ignore challenger organi- The case of the Japanese keiretsu illus-
zations under most circumstances because trates how a stable conception of control has
they pose little threat to the overall stability withstood both political and economic as-
of the market. If these organizations live up saults. Japanesekeiretsuare families of firms
to their name and begin to challenge the ex- in different industries that share ownership
isting order, incumbent organizations will ties. The overall structure of the keiretsu is
confront them and attempt to reinforce the to cement important interdependencies and
governing conception of control. allow various keiretsu members to survive
economic downturns. Often banks are at the
Proposition 12: Firms in stable marketscon-
center of keiretsu and they function as an in-
tinue to use the governing conception of
ternal capital marketfor the firms.
control, even when confronted with out-
The keiretsu show high growth, high in-
side invasion or general economic crisis.
vestment, and relatively low, but stable prof-
The major force that holds a market to- its (Aoki 1988). In economic downturns,
gether over a period of time is the ability of keiretsu structuresallow workers to be trans-
the incumbent firms to continue to enforce a ferred across firms ratherthan being laid off
conception of control vis-A-vis one another. (Lincoln, Gerlach, and Takahashi1992). This
exerts downward pressure on profits, but se- wanted to break open the procurement ar-
cures employee loyalty. When firms within rangements of the keiretsu and demanded
the structure are experiencing economic that the Japaneseopen their financial markets
troubles, managers in other firms respond by and allow a market for corporate control to
helping to reorganize the troubled firm (Ger- develop. Second, the economic downturn of
lach 1992). the early 1990s has put pressure on the per-
After WorldWarII, keiretsu were reformed manent employment system of the keiretsu.
from prewar economic conglomerates It has been more difficult to pass workers
(zaibatsu) that were family controlled. The onto other firms in the keiretsu. The manag-
zaibatsu were broken up during the Ameri- ers who controlled the keiretsu have been
can occupation, but began slowly to reform able to use their traditional methods to fight
in a looser manner (Hadley 1970). Since off these attacks. They were politically con-
World War II, they have been directed by nected enough to fight off reforms within Ja-
state actors to enter new markets, and they pan and economically able to endure a long
have proved adept at producing new products recession (Gerlach 1992).
(Johnson 1981).
Proposition 13: Market crisis is observed
The keiretsu structure contains firms with
when incumbent organizations begin to
activities spread across a wide spectrum of
fail.
industries and markets. The keiretsu struc-
ture, as a conception of control, does not di- Crisis comes to markets when the largest
rectly control competition in a given market. firms are unable to reproduce themselves
Its advantage is how it stabilizes competition from period to period. This can be caused by
across markets. It has been noted that within three kinds of events: (1) decrease in demand
given product markets, the firms from differ- for the firm's products can result from bad
ent keiretsu compete quite vigorously (Aoki economic conditions or a shift in buyers'
1988). preferences, (2) an invasion by other firms
The keiretsu structuresoperate to mitigate can upset the conception of control and in-
competition across markets in a number of troduce procedures which force a reorgani-
ways. First, firms tend to purchase goods and zation of the market, or (3) the state can in-
services from inside the keiretsu. This means tentionally or unintentionally undermine the
that some markets are captive and price com- marketby changing rules.
petition is held down. Second, if a given firm Incumbents rarely become innovators be-
faces an economic crisis, the other firms will cause they are busy defending the status quo;
attempt to support it. Managementexpertise, market transformationis precipitated by in-
capital, and the ability to place workers with vaders. The reorganization of a market
other firms during slumps, mitigate short-run around a new conception of control resem-
competitive processes. Third, the focus on bles a social movement and is very much like
market share implies that firms invest for the what occurs at the formation of markets. In-
long run and expectations for short-runprof- vading firms can form alliances with exist-
its are not high which gives managers lati- ing firms around a new conception of con-
tude in dealing with competitive conditions. trol or a compromise conception of control,
Fourth, because of the ownership relations and this makes the reorganizationof the mar-
between firms and banks, the cost of capital ket more predictable than it was at market
tends to be lower (see Gerlach 1992 for a re- formation.l
view of the literature). One can see the inti-
10 Invader organizations or new actions by
mate connection between the problem of try-
ing to control competition externally and the challenger organizations do not necessarily pro-
internal social organization working to solve duce a new conception of control. Actions can be
oriented toward shifting the identities of chal-
that problem. lengers and incumbents within a market, and
Recently, two forces began to close in on thereby preserving the basis of the noncompeti-
the keiretsu. First, the U.S. government ap- tive order. It is only when the situation is fluid
plied pressure to open up Japanese markets, (i.e., the market is in crisis) that it is possible to
part of which was directed against the keir- create a "social movement" arounda new concep-
etsu structures (Gerlach 1992). The U.S. tion of control.
fective spread amongst institutional investors (1992) argue that the Reagan Administration
in a social movement fashion in the early became a cheerleader for the shareholder
1980s. The financial strategy of holding un- value conception of control. The shareholder
dervalued assets, funding investment inter- value conception of control is related to the
nally, and keeping debt low was viewed as a finance conception of the firm, but it uses a
problem. This language was allied with stark discourse that only recognizes the
"agency theory" from economics (Jensen rights of one group: those who own stock.
1989) to emphasize that if managerswere not All other concerns are subordinatedto maxi-
going to maximize shareholder value, then mizing the returns for owners. The attention
they should be replaced by management of top managers is focused on evaluating
teams who would. their product markets, but more importantly
Institutional investors were a heteroge- how the financial markets evaluate their
neous group and include investment bankers stock price.
and representatives from pension funds, mu- How does this new conception of control
tual funds, and insurance companies. They affect competition in the market for corpo-
were from a closely related industry, finan- rate control? If managers are paying atten-
cial services, and they invaded the turf of fi- tion to shareholder value in a narrow sense,
nancial managers who controlled the largest they will be less likely to become merger tar-
U.S. corporations. Their goal was to force gets. To the degree that the "game" is to
these managers to redeploy their assets to re- avoid becoming the object of acquisition
flect how the 1970s had affected their bal- from outsiders (i.e., mergers), managers with
ance sheets. They wanted managers to sell a narrowfocus are likely to maintain control.
off overvalued assets, assume debt to keep I hypothesize that the managers who win the
firms disciplined, and to remove layers of internalpower struggle will be those who can
managementto save money. They also forced claim to maximize shareholder value. This
managers to focus their business by buying process explains the spread of these tactics
up competitors and selling off their most di- to most large firms during the 1980s.
versified assets (Davis, Diekmann, and
Tinsley 1994). They, of course, benefited by
making money on organizing and executing CONCLUSIONS
mergers. Markets are social constructions that reflect
Research shows that firms that were mer- the unique political-cultural construction of
ger targets tended to ignore financial reorga- their firms and nations. The creation of mar-
nization to increase "shareholder value" kets implies societal solutions to the prob-
(Davis and Stout 1992; Fligstein and Marko- lems of property rights, governance struc-
witz 1993). Useem (1993) showed how man- tures, conceptions of control, and rules of
agers adopted this language and the behav- exchange. There are many paths to those so-
iors it proscribed. The merger movement of lutions, each of which might promote the
the 1980s resembled a social movement survival of firms. I have sketched how states
whereby, some financial executives and the and marketsare interconnected and what ac-
various actors within the financial services tions produce various outcomes. I have ex-
industry discovered a common language and tracted general principles by which these
produced a conception of control to reorga- outcomes can be understood. I now relate
nize the marketfor corporate control. this framework back to current perspectives
The federal government played both direct in economic sociology: networks, population
and indirect roles. The Reagan Administra- ecology, institutionaltheory, and the problem
tion passed a huge tax cut that produced of constructing action. While these perspec-
windfalls for corporateAmerica in 1981. The tives differ, I believe that the political-cul-
Administration expected firms to reinvest tural approach I have advanced here unites
that capital in new plants and equipment, but many of the positive features of each.
instead firms bought other firms. The Admin- Network perspectives have been used to
istration also announced that they would not document a large number of social relation-
vigorously enforce the antitrust laws (Flig- ships in markets.They have indexed resource
stein and Markowitz 1993). Davis and Stout dependence, status hierarchies, brokering,
channels of information, and trust relations. structures within and across organizations
I have argued that stable markets reflect sta- that have profound effects on organizational
tus hierarchies that define incumbents and design and competition.
challengers and that market leaders enforce The metaphor of "markets as politics" is
the market social order and signal how crises the theme used to unite these ideas. I have
are to be handled. These complex role struc- shown how this view makes possible a uni-
tures in markets operate through networks. fied approach to the study of markets-an
My view of marketstakes seriously the prob- approach that focuses on the political pro-
lem of how states interact with markets to cesses that underlie market interactions. Ul-
produce general rules by which social struc- timately, however, the usefulness of any
tures can be formed. It also makes market metaphor is in the research it generates and
structures easier to observe, takes into ac- the intuitive and counterintuitive insights it
count the role of actors' intentions in the pro- creates.
duction of market structures, and makes
more sense of how firms are likely to behave Neil Fligstein is Professor of Sociology at the
under different marketconditions. University of California, Berkeley. He is author
Ecological approaches have focussed on of The Transformation of Corporate Control
the problem of how firms establish a niche, (Harvard University Press, 1990). He has re-
cently published several papers on the Single
the population dynamics of firms, and the Market Program of the European Union and is
process of legitimation of firms in a niche. A currently working on a book about the European
political reading of these processes is consis- Union tentatively entitled The Dilemma of Euro-
tent with the approach I developed here. The pean Integration. He is also studying the merger
liability of newness results, at least partially, movement of the 1980's in the United States and
from the lack of social structurein a market its effect on large U.S. corporations.
and the social movement-like search for such
a structure.Legitimacy is bestowed by states
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