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Journal of Professions and Organization, 2014, 1, 137–160

doi: 10.1093/jpo/jou002
Advance Access Publication Date: 13 July 2014

Does the emergence of publicly traded


professional service firms undermine the
theory of the professional partnership?
A cross-industry historical analysis

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Andrew von Nordenflycht*
Beedie School of Business, Simon Fraser University, Vancouver, BC, V6C 1W6, Canada
*Corresponding author. Email: vonetc@sfu.ca.
Submitted 10 December 2013; revised version accepted 15 June 2014

ABSTRACT
Economists and organization theorists typically theorize the ‘professional partnership’ as an advan-
taged organizational archetype in the knowledge intensive setting of professional services. However,
the emergence of publicly traded corporations in some professional services seems to challenge this
theory. I identify three alternative interpretations of the existence of publicly traded professional ser-
vice firms: (1) that they are a mistake, an inefficient choice that does not survive in the long run;
(2) that they indicate that some professional service firms face a greater need for or value of capital
than conventionally thought; or (3) that their absence stems from strong professional norms rather
than any economic disadvantage, and they appear when those norms weaken. To assess the validity
of these interpretations, I analyze cross-industry and cross-firm patterns of the emergence and char-
acteristics of public corporations from 1960 to 2003 across five professional services. Although the
analysis offers some support for each interpretation, I argue there is an order or precedence among
them. Professional norms are the first-order factor: the absence of public corporations in an industry
stems primarily from professional norms. The value of capital is second order: where professional
norms are not binding, the distribution of public corporations correlates strongly with the relative
value of capital and firm size. If the mistake interpretation applies at all, it only applies to small firms.
Public ownership appears to be a viable form for large professional service firms, even where the
value of capital is low. Overall, the analysis suggests that the core assumption of typical theories of
the professional partnership—that it generates advantages in retaining talent or motivating effort—
may be flawed.

K E Y W O R D S : public corporation; professional partnership; professional service firms.

One of the central ‘stylized facts’ about professional among themselves (Greenwood, Hinings, and
service firms (PSFs) is that they are organized as Brown 1990; Brock, Powell, and Hinings 1999;
‘professional partnerships’, in which ownership is Greenwood and Empson 2003; Malhotra, Morris,
held exclusively by a group of senior professionals and Hinings 2006). This distinctive model of ‘em-
who govern collectively and distribute profits ployee ownership’ (Fama and Jensen 1983;

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V

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138  A. von Nordenflycht

Hansmann 1996; Dow 2003) has traditionally been very few public corporations across any of the five
used even by the largest PSFs, such as the big four industries, appears consistent with the theory that
public accounting firms who have tens of thousands the partnership is the advantaged ownership model.
of employees across multiple continents. But the 2003 column, which shows much greater
The prevalence of the professional partnership variation in the prevalence of public ownership,
model among PSFs has led organizational scholars both across industries as well as within industries,
to infer that it must be particularly advantaged in poses a conceptual challenge. How do we square
the knowledge intensive environment facing PSFs. the theory that the professional partnership is the
Theories about how and under what conditions advantaged ownership form for PSFs with the emer-
this advantage arises appear in organization theory gence of publicly traded PSFs—as well as with the
(Lorsch and Tierney 2002; Greenwood and variation in that emergence across professional ser-

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Empson 2003; Greenwood et al. 2005), law vice industries (or fields)? That is the central ques-
(Gilson and Mnookin 1985, 1989; Hansmann tion of this article: what does the emergence and
1996), and especially economics (Alchian and distribution of publicly traded PSFs mean for our
Demsetz 1972; Jensen and Meckling 1979; Fama theory of the professional partnership? There are
and Jensen 1983; Dow and Putterman 2000; three main alternative interpretations.
Morrison and Wilhelm 2004, 2008; Levin and On the one hand, if the theory of the partnership
Tadelis 2005). These theories generally hypothesize and its fit with the PSF environment is correct, then
that the professional partnership generates strong choosing to go public may be a ‘mistake’ for PSFs.
incentives for retaining, motivating effort from, or Although the existing owners may get rich by selling
building the skills of the highly mobile, hard-to- shares to the public, the firm will become disadvan-
monitor professionals who are the primary source taged in attracting or motivating employees, relative
of value in such firms. to privately held rivals. Thus, public PSFs will un-
In the face of these theories, the emergence of derperform and ultimately fail or re-privatize. This
publicly traded corporations in some professional interpretation seems consistent with conventional
services is puzzling. Table 1 shows the number of wisdom in these industries. For example, the repri-
publicly traded corporations among the largest 25 vatizations of once-public consultancies Booz Allen
US firms in five professional service industries in & Hamilton, Arthur D. Little, and LECG led one
1960 and in 2003. The 1960 column, indicating manager to suggest:

‘I think by and large in the consulting industry


you’d have to say that public ownership is a
Table 1. Number of publicly traded firms failure’ (Rothenberg 2003).
among top 25 US Firms
1960 2003 Similar cautions and lamentations can be found
in other professional services as well (see, e.g.
Law 0 0 Groysberg et al. 1999 regarding investment banking;
Public Accounting 0 0 Millman 1988 and Moskowitz 1989 regarding
Advertising 0 4 advertising).
Consulting 2a 20 On the other hand, the existence of public PSFs
Investment banking 1 24 could indicate flaws in the functionalist theory of
Sources: National Law Journal, Accounting Today, Public Accounting the professional partnership. One interpretation in
Report, Consultants News, Advertising Age, Hoover’s Online, Compustat, this vein is that not all PSFs face conditions that fa-
SIFMA Yearbook, company websites.
Notes: Top 25 firms identified from industry-specific trade journals.
vor the professional partnership. In particular, some
Firms that are subsidiaries are coded according to the ownership status PSFs may experience greater needs for capital, rela-
of their ultimate parent.
a
tive to human capital, which thereby reduces the im-
Two actuarial consultancies were subsidiaries of publicly traded insur-
ance companies in 1960. No other large consultancies were publicly portance of internal incentives and increases the
traded. importance of external finance.
Journal of Professions and Organization  139

The third interpretation is that the historical industries and over time. This makes it harder to as-
prevalence of the professional partnership model sess the third interpretation, because professional
among large PSFs should be attributed not to its in- norms may vary more substantially across fields
centive advantages but to its role as one component than they do across firms. It also offers little insight
in a larger nexus of professional norms and regula- into the historical dimension: explaining how and
tions that seek to protect clients by promoting pro- why publicly traded firms appeared in fields where
fessional ethics and integrity (Parsons 1939; Abbott they were absent and how their prevalence evolved
1991; Torres 1991; Lipartito and Miranti 1998). over time.
Where professional norms are strong, the public To facilitate broader generalization—across pro-
corporation tends not to be a permissible form of fessions and over time—of our understanding of
organization because it may introduce conflicts of publicly traded PSFs and what it means for our the-

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interest that threaten professional integrity (von ory of the professional partnership, this study docu-
Nordenflycht 2010). In this view, the historical ments and analyzes the historical emergence and
dominance of the partnership model results from distribution of the public corporation over the last
constraints on organizational form, not managerial 50 years across five professional services: law, ac-
choices of the most efficient or advantaged form. counting, advertising, management consulting, and
This interpretation implies that the existing theory investment banking. I use three sources of varia-
of the partnership is more centrally flawed: that it tion—across the five industries; over time; and
does not, in fact, deliver significant incentive advan- across firms within each industry—to assess which
tages even in the PSF environment. of the three interpretations (mistake, relative value
Several recent studies offer evidence to help adju- of capital, professional norms) is most consistent
dicate among these three interpretations. Compar- with the historical record. The analysis is based on a
ing public and private firms in consulting (Empson range of primary and secondary sources, including
and Chatman 2006; Richter and Schroder 2008) interviews with industry participants, documents
and in advertising (von Nordenflycht 2007), these from professional associations, industry trade publi-
studies suggest that public PSFs are not noticeably cations, industry histories, and academic analyses.
different from private PSFs, either on various per- In the next section, I articulate the existing the-
formance metrics or in internal organization and ory of professional partnership. Given this frame-
culture, undermining the first interpretation that work, I then elaborate the three alternative
public ownership is a mistake that yields competi- interpretations of the existence of public PSFs and
tive disadvantage. They also find that public owner- their implications for the theory of the partnership
ship tends to correlate with firm size and capital and develop each interpretation’s key empirical hy-
intensity, offering positive support for the second in- potheses. In the remaining sections, I explain my
terpretation focusing on variations in the relative empirical approach, present empirical evidence
value of capital. across the several sources of variation, and discuss
However, these studies focus on single industries the conclusions and their implications for policy
(in this article, I use the terms industry, field, and and future research.
profession interchangeably). Because there are also
important sources of heterogeneity across different
professional services (Morris and Malhotra 2009; THEORIES OF THE PROFESSIONAL
von Nordenflycht, Malhotra, and Morris in press), PARTNERSHIP
this raises the concern that the findings may be This section defines the professional partnership
driven by industry-specific idiosyncrasies and and then synthesizes existing theories of its benefits
limits the ability to generalize across professional and costs. It is important to distinguish between the
services. Furthermore, these studies utilize only one legal meaning of the term partnership—a type of
dimension of variation: across firms. This fails to business that lacks standing as a separate legal entity
incorporate—and thus account for—the variation and is taxed differently than a corporation (Roberts
across the two other dimensions in Table 1: across 2004)—and the ‘professional’ partnership, which
140  A. von Nordenflycht

refers to an organizational archetype (Greenwood economic and sociological work to propose its pros
and Hinings 1993), with a distinctive set of gover- and cons and thereby derive its environmental
nance characteristics (Greenwood, Hinnings, and boundary conditions. Greenwood and Empson
Brown 1990; Maister 1993; Lorsch and Tierney identify three sources of advantage that the profes-
2002; Greenwood and Empson 2003; Empson and sional partnership might enjoy, all related to manag-
Chapman 2006). Many professional partnerships ing professionals and their knowledge-intensive
are not partnerships in the legal sense (being orga- work.
nized instead as various forms of private corpora- First, the allocation of ownership minimizes
tions for tax and liability purposes (Lorsch and agency costs, which are particularly high in profes-
Tierney 2002)). Hereafter, this article will use the sional services. This is the classic economic theory
term ‘partnership’ to mean an archetypal profes- of the large professional partnership (Alchian and

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sional partnership. Demsetz 1972; Jensen and Meckling 1979; Fama
The professional partnership archetype com- and Jensen 1983): on the one hand, the knowledge
prises several characteristics that distinguish it from intensity and customization involved in professional
the archetype of the ‘traditional corporation’ (see services makes professional labor uniquely difficult
Gilson and Mnookin 1985, 1989; Eccles and Crance for outsiders to monitor and, on the other hand, the
1988; Gilson and Mnookin 1989; Greenwood, low value of capital makes the benefit of outside
Hinnings, and Brown 1990; Maister 1993; Lorsch ownership low, so ownership should be allocated
and Tierney 2002; Greenwood and Empson 2003; entirely to insiders to induce maximum effort and
Empson and Chatman 2006 for more details on the minimize monitoring costs.
following characteristics). The core characteristic is Greenwood and Empson (2003) add an addi-
‘employee ownership’: ownership is shared by a tional aspect to this argument. Drawing on the
group of senior professionals, exclusively (no out- assumption that professionals have strong prefer-
side investors) and collectively (rather than by only ences for autonomy (Starbuck 1992; Winch and
one or a few individuals). Much theorizing about Schneider 1993; Lorsch and Tierney 2002), they ar-
the advantages of the partnership derives from this gue that not only is professional labor hard to moni-
distinctive allocation of ownership. A second dis- tor, but that attempts to monitor it conflict with
tinctive characteristic is an emphasis on equality preferences for autonomy and thus demotivate or
among partners, manifested in equal sharing of prof- drive away professionals.1
its across partners, voting by partners in firm deci- Second, the ownership allocation combined with
sions, rotating management positions, and low the emphasis on equality may provide higher non-
levels of hierarchy in general. A third feature, related financial utility to professionals, which yields an ad-
to the minimization of hierarchy, is the use of ‘infor- vantage in attracting and retaining talent. For one
mal’ or ‘collegial’ processes and controls, instead of thing, the participation in firm decision making that
formal rules. Finally, the partnership is also assumed comes with an ownership stake generates positive
to use an up-or-out promotion system for selecting utility. For another, the fact that ownership is re-
new partners from among the firm’s non-partnered stricted to a select group of individuals creates pres-
professionals. tige (Krause 1963)—what some have referred to as
the ‘lure of partnership’ (Greenwood and Empson
Advantages 2003; Greenwood et al. 2005) or the ‘brass ring’ of
To explain the historical fact that even large PSFs a professional career (Groysberg et al. 1999).
have used the professional partnership archetype in- Third, the partnership provides clients a strong
stead of a traditional corporate archetype, theorists signal of quality in markets where quality is very
have sought to explain how its distinctive features hard for clients to evaluate (Sharma 1997; Lowen-
lead to greater efficiency or advantage in the context dahl 2000; von Nordenflycht 2010). Greenwood
of professional services. Greenwood and Empson and Empson argue that the ownership model pro-
(2003) offer the most comprehensive theories of vides a greater signal of ‘integrity’: that the firm will
the professional partnership, drawing on a range of not exploit the client’s inability to evaluate quality
Journal of Professions and Organization  141

by shirking or prescribing unneeded services. This (Dow and Putterman 2000; Wells 2000). And there
argument draws on the sociology of the professions, are limits to debt-financing for firm-specific invest-
which argues that a key feature of professions is ments (Hansmann 1996; Dow and Putterman
adherence to a code of ethics that privileges client 2000).
interests above professionals’ interests (‘caveat ven- Of course this disadvantage is assumed to be
ditor’), in contrast to the commercial logic of unfet- unimportant because PSFs are assumed to have low
tered pursuit of self-interest (‘caveat emptor’) that needs for firm-specific investments: they are as-
characterizes non-professional economic activity sumed to exhibit few scale economies; their physical
(Abbott 1991; Torres 1991; Lipartito and Miranti assets (e.g. office space, computers) are generic and
1998; Nanda 2002; Greenwood, Suddaby, and thus amenable to leasing or debt financing (Dow
McDougald 2006). By restricting ownership to pro- and Putterman 2000), and firm-specific investments

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fessionals, the partnership model eliminates ‘com- like R&D and advertising are minimal.
mercial’ pressure from outside investors to exploit To summarize, the theory of the professional
clients’ inability to evaluate quality. partnership synthesized by Greenwood and Empson
In an alternative take on the quality argument, (2003) contains several key assumptions. First, dis-
Levin and Tadelis (2005) argue the partnership tinctive features of the professional partnership
model provides a greater signal of the firms’ ‘compe- archetype lead to advantages, relative to a traditional
tence’. Assuming that partnerships redistribute corporate archetype, in providing incentives to at-
profit across partners, they theorize that partner- tract, develop, or motivate effort from skilled profes-
ships will therefore only bring in high-quality part- sionals. Second, the disadvantages partnerships face
ners, so that the per-partner profits of the existing in raising investment capital is of little import, be-
partners are not diluted by redistribution to lower- cause investment needs are minimal in professional
quality partners. Clients can therefore infer that services.
partnerships will have higher average quality of per-
sonnel than corporations. INTERPRETATIONS OF PUBLICLY
TRADED PROFESSIONAL SERVICE
Disadvantages FIRMS
Greenwood and Empson (2003) also summarize By making a portion of the firm’s ownership avail-
key limitations of the professional partnership. First, able to anonymous outside investors, public owner-
there may be limits to the size of a professional part- ship violates the professional partnership’s
nership. Increasing firm size attenuates many of the ownership model. Furthermore, public ownership
postulated advantages. As the number of partners may weaken other distinctive features of the part-
increases and each partner’s share of ownership de- nership. For instance, mandatory public disclosure
creases, free-riding problems (aka, internal agency and other shareholder protections may require the
costs) are expected to increase (Greenwood and adoption of more formal processes and hierarchical
Empson 2003). And the non-financial benefits may structures (Marchisio and Ravasi 2001), which un-
also get weaker in larger firms with more formal, dermine both the spirit of equality and the use of in-
less personal internal relations (Lorsch and Tierney formal controls. To be a public corporation is to be
2002). ‘not’ a professional partnership. So how do we ex-
Second, professional partnerships are presumed plain some PSFs’ choice of an ownership structure
to have difficulties financing investments in firm- assumed to forego important competitive
specific, long-term assets. The absence of outside advantages?
ownership means the firm’s financing options are I discuss three alternative interpretations of the
limited to insider contributions or debt. However, existence of public PSFs: (1) it’s a mistake—an
insiders may be reluctant to fund risky investments, unsustainable fad, (2) the value of capital relative to
particularly at the expense of current dividends, be- human capital is actually substantial for some PSFs,
cause they are wealth constrained, they are undiver- and (3) it’s about variations in the strength of pro-
sified, and their time horizons may be fairly short fessional norms.
142  A. von Nordenflycht

Mistake historical pattern of public ownership, this interpre-


If we accept the full set of assumptions underlying tation has two implications. First, public PSFs
the theory of the professional partnership, then we should underperform private rivals. Second, given
might interpret PSFs that opt for public ownership as that underperformance, public PSFs will not persist,
making a short-term choice that is ultimately unsus- ultimately either ceasing to exist or converting to
tainable—that is as a mistake. More specifically, pub- private status:
lic PSFs may result from a temporary fad in which
partners exploit ‘irrationally exuberant’ investors. ‘Mistake’ Hypothesis 1: publicly traded PSFs
Partners in professional partnerships eventually underperform privately held PSFs, ceteris
face the desire or need to ‘cash out’ their ownership paribus.
stakes. Most commonly, retiring partners sell their ‘Mistake’ Hypothesis 2: publicly traded PSFs

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shares back to the remaining partners, typically at do not persist over time.
book value or some other predetermined price that
is below the full value of the firm’s expected future Relative value of non-human versus human capital
earnings (von Nordenflycht 2011a). If public own- A second interpretation, which preserves the core
ership puts a PSF at a significant disadvantage, we assumption that the partnership generates superior
would not expect rational outside investors to be incentives, is to assume that some PSFs face condi-
willing to pay a higher price for partners’ shares tions that do not (or no longer) favor the partner-
than partners could get internally. However, there ship. The theory of partnership assumes that as the
may be times when public equity investors ‘irratio- value of human capital relative to non-human capital
nally exuberant’ (Shiller 2005)—when speculative in the production process increases, the incentive
frenzy leads to underestimation of risk and overvalu- advantages of the partnership archetype increase.
ation of assets, such as in ‘hot’ initial public offering Conversely, then, as the value of human capital rela-
(IPO) markets (Ritter 1998). In such periods, tive to non-human capital ‘decreases’, the partner-
PSF partners may be able to cash out at very high ship archetype will be less valuable.
values by taking their partnerships public (von von Nordenflycht (2010) argues that while a
Nordenflycht 2011a). However, the firm is then ‘lack’ of capital intensity has often been suggested as
saddled with an uncompetitive structure and suffers a defining feature of professional services; in fact,
a decline in performance. capital intensity varies substantially across the PSF
This view is consistent with anecdotal ‘lamenta- universe, both across industries as a whole as well as
tions’ made by participants in and observers of vari- across firms within an industry (because of differ-
ous professional services. As one advertising ences in size and strategic position (von Norden-
industry commentator lamented in 1989: flycht, Malhotra and Morris, in press)). Thus, the
emergence of public PSFs may indicate that the
‘Going public makes a few people very weal- value of non-human capital relative to human capital
thy and screws it up for the others for the rest has increased for some PSFs.
of the agency’s life.’ (Moskowitz 1989). Greenwood and Empson (2003) largely adopt
this second and offer hypotheses predicting a
In a case study of Goldman Sachs’ deliberations correlation between public PSFs and factors that
about an IPO, Groysberg et al. (1999) report a se- influence either the relative value of human and
nior banker saying of Morgan Stanley: non-human capital in the production of professional
services or the magnitude of the partnership’s ad-
‘it was the ultimate white-shoe firm. But after vantages. I focus on two of these factors.
it went public, they lost something in the First, non-human capital will be relatively more
translation…it lost some of its aura.’ important where production is more capital inten-
sive. Second, the value of individual professionals
But is there empirical support for this inter- will, on average, become less important the larger
pretation beyond such anecdotes? In terms of the the firm. Furthermore, as already noted, the
Journal of Professions and Organization  143

incentive advantages of the partnership decline as deterioration in the quality of service provided
firm size increases. From these propositions, we can (Torres 1991).
derive hypotheses of the empirical patterns that this Professional norms are relevant to the issue
second interpretation implies: of partnerships versus publicly traded PSFs bec-
ause one common manifestation of the profes-
‘Relative Value of Capital’ Hypothesis 1: pub- sional ideology are prohibitions against allowing
lic ownership will be correlated with the capital ‘non’-professionals, who are not steeped in or
intensity of the production process. beholden to professional ethical codes, to par-
‘Relative Value of Capital’ Hypothesis 2: pub- ticipate in the ownership of professional firms
lic ownership will be correlated with firm size. (von Nordenflycht 2010). This norm against non-
professional owners stems from a concern about

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conflicts of interest: that professionals in a firm
Professional norms partly owned by outside investors may experience
While the first two interpretations take as given the pressures from those outside investors to increase
theory that the partnership generates greater incen- profits by exploiting clients (Shafer, Lowe, Fogarty
tives for attracting or motivating professionals, this 2002; von Nordenflycht 2010). In fact, as noted
third interpretation does not. In this interpreta- earlier, Greenwood and Empson (2003) invoke this
tion—driven more by sociological theories of the argument in making the case that the partnership
professions than economic theories of knowledge archetype may signal greater integrity to clients.
intensive work—the prevalence of the professional In some professions, then, the partnership model
partnership archetype among large PSFs stems not may not be a choice by individual firms as to the op-
from its human capital incentives but from its role timal form of ownership, but a constraint imposed
as one component in a larger nexus of professional by the wider profession. In other instances, even in
norms and regulations. the absence of explicit restrictions, some PSFs may
The sociological literature on the professions have stronger connections to professional norms
starts from the concept of an ‘asymmetry of exper- and thus opt to eschew outside ownership. Whether
tise’, whereby clients are unable to assess experts’ chosen by individual firms or by whole professions,
skill level and/or the quality of the service rendered this interpretation views the ownership choice as
and are thus vulnerable to experts prescribing driven by a concern about ethics and conflict of in-
unneeded services or shirking on quality (Parsons terest, not about incentives to attract and motivate
1939). The distinctive features that characterize pro- professionals.
fessions—including autonomous, monopoly control From an empirical standpoint, this interpretation
over the practice of a distinct knowledge base, and would predict that the existence or prevalence of
an ideology that privileges client interests above public PSFs would be related to the relative strength
professionals’ own interests2—are then theorized as of professional regulations and norms. In other
mechanisms that mitigate the asymmetry of exper- words, where professionalization is weaker, public
tise by guaranteeing expertise and trustworthiness PSFs would be more likely to exist:
(Parsons 1939; Abbott 1991; Torres 1991; Starbuck
1992). ‘Professional Norms’ Hypothesis: the preva-
One of these distinctive features of professions is lence of public PSFs will be inversely correlated
a code of ethics by which the professional ideology with the strength of professionalization and pro-
of protecting client interests is instantiated in spe- fessional norms.
cific rules. For instance, both law and medicine
require maintaining strict confidentiality of client in- EMPIRICAL APPROACH
formation. And some professional codes tradition- Testing the alternative hypotheses entails gathering
ally prohibited some standard commercial practices, data to measure capital intensity, firm size, and pro-
such as advertising and price competition, based on fessional norms across multiple industries, multiple
the theory that unfettered competition encourages firms within those industries, and over time. It also
144  A. von Nordenflycht

requires measurement of the performance and lon- norms—are the key characteristics that von
gevity of public versus private PSFs across multiple Nordenflycht (2010) uses to propose subcategories
industries. However, the challenge of gathering sys- of PSFs. The sample here arguably spans three of
tematic measures for both public and private firms those four categories. Law and accounting are ‘clas-
across multiple industries over multiple is consider- sic PSFs’, with low capital intensity and strong pro-
able. For instance, for private firms, useful data often fessional norms. Consulting and advertising are ‘neo
requires industry-specific sources, such as trade jour- PSFs’, with low capital intensity and weak profes-
nals, so the availability of comparable data is limited. sional norms. And, as argued below, investment
This article makes a first step at this endeavor, banking shifted over time from the neo-PSF cate-
gathering and synthesizing a disparate range of evi- gory to the ‘finance and technology’ category as its
dence on the emergence, diffusion, and relative per- capital intensity increased.

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formance of public PSFs across five professional For purposes of data availability, this study fo-
service industries from 1960 to about 2003. I utilize cuses primarily on USA (and US-based firms), with
some quantitative measures but draw heavily on minor exceptions.
qualitative evidence from industry histories, trade
journals, and case studies or reports on individual
Sequence of analyses
firms. And the types of evidence, I utilize are not
I first utilize ‘cross-industry’ variation. I begin with
standardized across the five industries. Thus, the
discussion of explicit professional prohibitions on
empirical half of this article offers more of a prelimi-
public corporations. Specifically, I assess how differ-
nary conjecture of the plausibility of the hypotheses
ences across industries in the existence of ownership
rather than statistically significant tests.
prohibitions and in the strength of professionaliza-
tion relates to the prevalence of public corporations.
Five industry sample
The second analysis discusses industry condi-
The five industries were chosen based on a combi- tions at the time of the first emergence of public
nation of their centrality to professional service re- corporations for the industries in which it was
search, variation in the extent of public ownership, allowed. The question addressed is whether the
and data familiarity and availability. To help decide emergence of public corporations correlates with
which industries were most suitable for testing theo- weakening of professional norms, increases in firm
ries of professional services, I drew on von size, and/or increases in the value of capital.
Nordenflycht’s (2010) framework for defining the I then turn to ‘cross-firm’ variation. The third
boundaries of professional services as well as identi- analysis considers the characteristics of public versus
fying distinctive subcategories of PSFs. To help private PSFs within each industry. Specifically, I
identify the boundaries of professional services, von assess the role of firm size, capital intensity, and pro-
Nordenflycht (2010) ranked industries according to fessional norms in explaining the current and histor-
how frequently they were cited as examples of pro- ical distribution of public versus private firms in
fessional services in a sample of published articles. each industry. Fourth, I assess the ‘mistake’ interpre-
The sample here includes five of the top seven in- tation by assessing the performance of public PSFs
dustries in that ranking, including the top three: relative to their private competitors as well as the
law, accounting, and consulting. The exclusion of persistence of public ownership at a firm-specific
two industries in the top seven—engineering con- level.
sulting/design and architecture—is not for any the-
oretical reason but rather for lack of familiarity with
the data sources for these industries. HISTORICAL PATTERNS
The five industries also differ along the factors
Ownership prohibitions
identified in the hypotheses: the size of the indus-
try’s largest firms, the degree of capital intensity, Law
and the strength of professional norms. In fact, two The American Bar Association’s (ABA) ‘Model
of these factors—capital intensity and professional Rules of Professional Conduct’ state that a lawyer
Journal of Professions and Organization  145

cannot share fees for legal services with or form a six large non-audit accountancies are publicly
partnership that sells legal services with a non-lawyer traded: four focused on tax advice and preparation
(American Bar Association 2013). This precludes (H&R Block, Jackson Hewitt, Kaye Kotts, and
public ownership, which would make a law firm’s Gilman & Ciocia); and two with a broad set of non-
ownership available to non-lawyers. The stated ratio- audit accounting (RSM McGladrey and CBIZ).
nale for this restriction is the prevention of conflicts Publicly traded non-audit accounting corporations
of interest that would pit outside investors’ interests also exist in UK and Australia (Pickering 2010).
against clients’ interests (Garamfalvi 2006).
The ABA does not directly regulate law firms— Advertising
they are regulated by state law. However, the ABA’s In 1960, the advertising industry also had restric-
model rules strongly influence state law, and these tions that precluded public ownership. The industry

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ownership restrictions remain in place in all states. trade association—the American Association of
Similar prohibitions existed around the world, Advertising Agencies (4As)—imposed several own-
until very recently. However, in 2007, the Australian ership restrictions on its members, including a pro-
government legislated the removal of this ownership hibition against having owners who were not
prohibition; and in 2011, the UK government did involved in managing the agency: that is, no outside
the same. In both countries, the repeal was part of a investors. Here too, the stated reason for the restric-
larger set of reforms intended to increase the avail- tions was to prevent conflicts of interest that might
ability of legal services to the general public by in- compromise an agency’s ability to serve clients fairly
creasing competition (Clementi 2004; Garamfalvi as well as to prevent disclosure of confidential client
2006). information (Advertising Age 1962).
While no UK law firms have gone public yet, at Unlike in law and accounting, however, the 4A’s
least two Australian firms have: one immediately does not regulate entry into the industry via a certi-
after the reforms in 2007, another by 2011. Thus, in fication process nor are its membership rules
the narrow historical and jurisdictional window in encoded in state law. So firms can sell advertising
which the public ownership has been allowed, at services without being members of the industry as-
least some law firms have chosen to opt for this sociation. In other words, professionalization is rela-
ownership model. tively weaker than in law and accounting.
In 1963, the industry association voted to repeal
Public accounting the ownership restrictions. From the year before the
In the USA, certified public accountants (CPAs) repeal to 10 years after it, 18 advertising agencies
practice under regulations maintained by the profes- went public (von Nordenflycht 2007).
sion’s central association (AICPA) and reinforced
by state-level government licensing boards. These Management consulting
regulations include a prohibition on non-CPA own- In 1960, one of the main industry associations—the
ership of CPA firms. This regulation is intended to Association of Consulting Management Engineers
help preserve CPA ‘independence’, which refers to (ACME)—held its members to a professional code
the ideal that a CPA makes judgments and offers ad- of ethics (McKenna 2006; Kipping 2011), which in-
vice based solely on professional expertise rather cluded a prohibition on public ownership for the
than other biases, particularly financial incentives standard reason: to prevent consultants from
(AICPA 2012). compromising the quality and impartiality of their
However, the ownership prohibitions do not work under pressure to deliver shareholder returns
cover all firms that provide accounting services be- (Klein 1969; McLean 1970).
cause the profession’s jurisdiction only applies to au- But in the advertising industry, membership in
dits of publicly traded firms, which must be done by the industry association was not required to practice
CPAs. Non-audit accounting services do not require consulting. Indeed, ACME’s membership did not
a CPA, so firms that only do non-audit work are not encompass much of the industry: in 1969, for exam-
subject to the ownership rules. And, in fact, at least ple, it only had 45 member firms (Klein 1969).
146  A. von Nordenflycht

Furthermore, ACME was only one of several to pay the smaller NYSE firms for securities trading
industry associations. And one major segment of services (Wells 2000; Jenrette 2002).
consulting firms—information technology (IT) As in advertising and consulting, membership in
consultancies—were not involved with ACME at the organization that prohibited public ownership
all. In this way, the reach of professional norms was (here, NYSE) was (and is) ‘not’ a requirement for
narrow and ownership restrictions, while they did the practice of investment banking, so the prohibi-
exist, did not apply to many firms. tion did not preclude publicly traded investment
ACME’s ownership restrictions were lifted banks. First Boston, for example, was publicly traded
around 1969, after IT consultancies began going from its founding in 1933.
public in 1963 and three large general management After an NYSE-member firm Donaldson Lufkin
consultancies went public after 1968 (Science Jenrette (DLJ) went public in 1969 and threatened

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Management Corporation in 1968, Arthur D. Little to leave the NYSE, the NYSE lifted its ownership
in 1969, and Booz Allen & Hamilton in 1970). restrictions in 1970. And then eight more large secu-
rities firms went public over the next 2 years.
Investment banking Table 2 summarizes the information described
Investment banks also faced restrictions on public here. What Table 2 helps point out is the close
ownership in 1960. The specific nature of the re- correlation between the existence of public
striction was that the New York Stock Exchange corporations and the presence of professional codes
(NYSE) reserved the right to approve all owners of prohibiting public corporations. The fact that public
member firms (the brokerage firms that traded corporations do not appear where they are not al-
stocks on the exchange—not the corporations listed lowed is, of course, hardly surprising. But what is
on the exchange). This effectively precluded public surprising is the fact that public corporations ‘do’
corporations, whose ownership was anonymous and appear wherever they ‘are’ allowed. Where owner-
changed hands frequently (Jenrette 2002; Lufkin ship restrictions don’t apply—non-audit accounting
2002). In the 1960s, publicly stated reasons for the firms, non-NYSE member banks—or were lifted—
preservation of this prohibition included preventing advertising, consulting, investment banking, even
organized crime from infiltrating the NYSE law in Australia—some PSFs chose to become pub-
(Jenrette 2002) and encouraging less risky behavior lic corporations. Thus, the historical rarity of public
because of the unlimited liability of partnerships corporations across professional services can be at-
(Donaldson 2002). However, insiders generally tributed first and foremost to regulatory constraints
agreed that the rule was preserved primarily for stemming from professional norms.
anti-competitive reasons: it prevented publicly Furthermore, whether an industry maintained
traded banks from joining the NYSE, forcing them or repealed its ownership restrictions between

Table 2. Variation in the existence and scope of ownership prohibitions and the strength of profes-
sional control
Number of Rules against Rules applied to: Professional Ownership Number of
top 25 public public association’s restrictions Top 25
in 1960 ownership control over repealed in: public
(1960) practice in 2003

Law 0 Yes All lawyers and law firms High —a 0a


Public accounting 0 Yes CPAs and firms performing High — 0b
audits of public corporations
Advertising 0 Yes Members of industry association Low 1963 4
Consulting 2 Yes Members of industry association Low 1969 20
Investment banking 1 Yes Members of NYSE Low 1970 24
a
In Australia, ownership restrictions on law firms were repealed in 2007. In 2009, an Australian law firm went public.
b
When the top 25 accounting list includes firms that do not offer public audits, six firms were publicly traded in 2003.
Journal of Professions and Organization  147

1960and 2003 correlates with the variation in the richly in the face of exuberant equity markets rather
strength of professionalization, as measured by the than any increases in the value of capital. Review of
control that the professional association exerts over the contemporary trade press reveals no indication
the practice of the profession. These patterns offer of an increase in the capital intensity of the business.
support for the ‘professional norms’ hypothesis. Although television represented a new advertising
medium, ad agencies did not own the expensive
Emergence of public corporations: industry equipment required for TV, outsourcing such pro-
conditions and rationales duction to specialists (von Nordenflycht 2011a).
This section addresses the question of what led to Instead, contemporary trade press indicates that
the repeal of ownership restrictions and the first a booming (i.e. exuberant) stock market lead invest-
emergence of public corporations in advertising, ment bankers, who were looking for new sources of

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consulting, and investment banking between 1962 deals in the relatively untapped service sector, to so-
and 1970. Specifically, is there evidence that firm licit ad agencies to go public (Advertising Age 1963).
size or capital intensity increased significantly, as per Second, the wave of ad agency IPOs occurred
the ‘relative value of capital’ interpretation? Or were
largely during what Ritter (1998) has described as
firms simply taking advantage of new or temporary
‘hot’ IPO markets—surges in the number of IPOs
opportunities to cash out, as per the ‘mistake’ inter-
of all kinds, when investors were eager to speculate
pretation? As in the previous section, I summarize
on new issues.
the information in Table 3.
Third, analysis of what ad agencies did with their
Advertising IPO proceeds indicates most went public to cash
The first US advertising agency to go public,3 in out senior partners, rather than to finance invest-
1962, was a 2-year-old agency (Papert Koenig Lois) ment. Of the 13 agencies for which I located de-
that had not joined the industry association and was tailed IPO prospectuses, 9 had 100% of the IPO
thereby unaffected by the ownership restrictions. proceeds go to selling stockholders rather than to
Seeing the results, the industry association’s mem- the firm itself. Of the remaining 4, where 50% of
ber firms voted to repeal the ownership restrictions the proceeds went to the firm’s treasury, two used
the next year (Advertising Age 1963; Business Week those treasury funds to pay off debt that the firm
1964), paving the way for additional IPOs (von had incurred to buy out retiring owners in previous
Nordenflycht 2007). years. Thus, in only two instances did the firms re-
Several pieces of evidence suggest that the impe- tain significant shares of the IPO proceeds that
tus for going public was the opportunity to cash out would then be available for investment.

Table 3. Industry conditions associated with emergence of public corporations


Rules lifted First IPO Apparent reason for going public

Advertising 1963 1962 Cashing out in exuberant capital markets:


• No evidence of increased capital intensity
• Underwriters soliciting IPOs in ‘hot’ market
• IPO proceeds went to individuals, not firm

Consulting: IT n/a 1963 Investment capital: high value of capital relative to labor
Consulting: general 1969 1968 Cashing out in exuberant capital markets:
• Rapid growth in 1960s made firms unaffordable to next generation
• ‘Hot’ IPO market
• IPO proceeds to individuals, not firm

Investment banking 1970 1970 Investment capital: increased value of capital in late 1960s for:
• large block trades
• transaction processing IT systems
148  A. von Nordenflycht

Management consulting partners rather than to the firm. At CMP too, the
In analyzing consulting, I consider two somewhat founding partners were seeking to retire and arranged
distinct types of consultancies: general management the Citibank merger after several mergers with other
consulting firms and IT consulting firms. The two consultancies fell through (McKenna 2006).
branches stem from different bodies of expertise—
general management consulting grew out of indus- Investment banking
trial engineering and especially cost accounting, As noted earlier, there was at least one investment
while IT consulting grew from a computing/tech- bank (First Boston) that was already publicly traded
nology background (McKenna 2006; Kipping in 1960. It was not an NYSE member, so faced no
2011)—and face differences in the role of capital ownership restrictions. The first NYSE member to
and standardization (Richter and Schroeder 2008). go public, in 1969, was DLJ. DLJ was only 10 years

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The first consulting firm to go public was an IT old at the time and focused on the emerging seg-
consulting firm, CSC, in 1963. As noted earlier, IT ment of institutional investors, and thus faced a
consulting firms did not belong to ACME, so faced need for greater working capital to facilitate large-
no restrictions on ownership form. block trading (Donaldson 2002; Jenrette 2002).
The IT consulting firms tend to face higher capi- DLJ told the NYSE it was going to leave the ex-
tal requirements than firms in other professional change for another exchange if it was not allowed to
services, particularly IT firms that offer outsourced go public. As in advertising and consulting, the ex-
data centers (Kipping 2011). For instance, data ample given and pressure exerted by a member firm
from the 1992 US Economic Census indicate that trying to go public induced NYSE members to vote
the ratio of depreciable assets to payroll—a measure to allow members to be publicly traded in 1970
of the relative value of capital versus labor—was (Morrison and Wilhelm 2008).
twice as high in IT consulting (SIC 7373/NAICS Industry participants and historians agree that de-
541512) as in law, accounting, advertising, and gen- velopments of the late 1960s raised the value of capi-
eral management consulting. Thus, the choice of IT tal. In the late 1960s, Wall Street experienced what
consultancies to be publicly traded may indeed be has been termed the ‘paperwork crisis’ (Wells 2000).
linked to a higher relative value of capital. A long bull market, broadening public participation
General management consultancies first went in the stock market, and the rise of institutional in-
public in the hot IPO market of 1968–70. In addi- vestors who traded in large volumes (Donaldson
tion to the three previously mentioned firms that 2002; Jenrette 2002) led to surging trading volumes.
went public, another leading player, Cresap This volume overwhelmed brokerages’ manual trans-
McCormick & Paget (CMP), was acquired by action processing capabilities, and many brokerages
Citibank in 1970 (McKenna 2006). And as these lost track of their liabilities (Wells 2000). When the
leading firms pursued public ownership, ACME’s bull market ended in 1969, many brokerages found
membership voted to repeal the prohibition in 1969. themselves in financial crises (Wells 2000). This
Anecdotal evidence points to the conclusion highlighted the need for investments in computing
that, like ad agencies, consultancies went public to systems (Wells 2000; Morrison and Wilhelm 2008).
cash out during exuberant markets, rather to raise In addition, the emergent demand from institu-
investment capital. The consulting industry experi- tional investors for large block trades facilitated by
enced strong growth in the 1960s (McKenna 2006). short-term funding from brokerages increased the in-
Thus, firms’ values appreciated substantially, making dustry’s working capital requirements (Donaldson
it difficult for retiring owners to sell their shares to 2002; Jenrette 2002; Lufkin 2002).
junior partners (Rothenberg 2003). The hot IPO Consistent with the aforementioned theory of
market offered an attractive alternative. the professional partnership, Wall Street partner-
For instance, at Booz Allen Hamilton, the IPO ships faced difficulties justifying and raising funds
decision was fueled by the desire of senior partners for these longer-term investments. So the public
with large stakes to cash out (Rothenberg 2003). All ownership appears to have been a solution to these
of the IPO proceeds went to the pockets of the senior investment needs.
Journal of Professions and Organization  149

As Table 3 summarizes, the emergence of public firm size: a few very large agencies are public, and
firms in investment banking appears to have re- all others are private.
sulted from an increase in the value of capital, which However, if we look back at the period when ad-
offers support for the ‘relative value of capital’ hy- vertising agencies first went public, the correlation
pothesis. However, this did not seem to be the case with size is not as pronounced. And there is some
in advertising or consulting. The firms went public case to be made that the strength of professional
simply to cash out senior partners while equity mar- norms played a role in influencing which firms went
kets were exuberant and receptive to new issues. public—or at least which firms went public first.
Thus, capital intensity does not appear to be a nec- Table 5 lists the 19 ad agencies that went public be-
essary condition for the existence of public owner- tween 1962 and 1973, in chronological order of
ship. More specifically, even where the value of their IPOs. The table also lists key characteristics of

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capital is relatively ‘low’, some PSFs have still cho- each firm at the time of its IPO.
sen to abandon the professional partnership and its One thing that Table 5 shows is that the agencies
purported incentive advantages, simply to cash out. that chose to go public varied widely in size. Eleven
Of course, this raises the question of whether such of the 19 agencies were not among the 25 largest
PSFs—who choose the public ownership in pre- agencies at the time they chose to go public. Three
sumably inappropriate settings—experience reduced were not even in the top 100.
levels of performance or longevity, as would be pre- The second point that Table 5 illustrates is that
dicted by the ‘mistake’ interpretation. five of the first eight firms to adopt public owner-
ship deviated in at least one way from the character-
istics of what might be considered ‘mainstream’ or
Characteristics of public versus private PSFs
‘establishment’ agencies. The table identifies three
In this section, I turn from cross-industry compari-
potentially deviant characteristics: young (<10
sons to cross-‘firm’ comparisons within the three in-
years in business); owned by a minority (in this
dustries where the public ownership emerged. The
case, women or Jews); and having a strong creative
question I address is whether differences across firms
reputation, which typically comes from bending or
in whether they choose public or private ownership
breaking conventional approaches to advertising.
correlate with differences in firm size and capital in-
Each of these might mark a firm as an ‘outsider’.
tensity—or with differences in the strength of profes-
One could argue then that these outsiders were less
sional norms. For each industry, I list and discuss the
attached to the profession’s normative core, which
ownership status of the largest 25 US firms in 2003,
included the norm against outside ownership.
recap existing research findings on the differences be-
In the previous section, I argued that when ad-
tween public and private PSFs, and discuss historical
vertising agencies first began going public, they did
distributions of public versus private firms between
so not because of any increase in capital intensity
1960 and 2003 where relevant.
but merely to cash out during periods of equity mar-
ket exuberance. So I interpret these two points
Advertising about the characteristics of ad agencies that went
Table 4 identifies the name, size, and ownership sta- public in the following way. In the context of cash-
tus of the 25 largest US firms in 2003 in advertising, ing out, the ‘relative value of capital’ hypothesis is
consulting, and securities brokerage. In 2003, there not a strong predictor of which firms elect to go
were only 5 public advertising agencies among the public. And variation in the strength of ‘professional
industry’s top 25 (headquartered in USA). norms’ may in fact have some explanatory power.
However, four of these five were not only the larg-
est—they were the largest by far, representing 94% Management consulting
of the total revenue of the top 25 firms. At the same For consulting, Table 4 indicates that while there
time, outside of the top 25, there were no other are many more public firms among the top 25 than
public advertising agencies. So the distribution of in advertising, there is not the same stark difference
public and private ownership correlated tightly with in size between the public and private firms. Among
150


Table 4. Largest 25 US firms in 2003, with ownership status: publicly traded firms shaded gray
Rank Advertising agencya Revenue Rank Consultancyb Employees Revenue Segment Rank Securities firmc Capital ($m)
($) ($m) (2001) (ee’s) ($m) ($)

1 Interpublic 7,981.4 1 Accenture 83,000 13,105 IT 1 Merrill Lynch


2 Omnicom 7,404.2 2 CSC 67,000 11,426 IT 2 Morgan Stanley 77,046,000
3 Grey Global 1,863.6 3 PWCC (IBM BCS) 55,000 6,400 IT 3 Goldman Sachs 57,714,000
A. von Nordenflycht

4 TMP Worldwide 358.5 4 Deloitte 37,790 3,150 IT 4 Lehman Brothers 48,330,000


5 Doner 114.2 5 Sema 19,349 2,262 IT 5 Citigroup Global Markets 44,860,000
6 Rubin Postaer 90.3 6 Mercer Inc 16,000 2,400 HR 6 Credit Suisse First Boston 30,810,929
7 Panoramic Communications 86.2 7 KPMG (BearingPoint) 15,000 2,368 IT 7 Bear Stearns 30,063,482
8 Richards Group 84.5 8 Booz Allen Hamilton 15,000 2,200 General 8 UBS Securities 8,246,832
9 Gerbig Snell/Weishemer 76.1 9 Hewitt 15,000 1,750 HR 9 Alliance Capital Mgmt 7,217,970
10 Wieden & Kennedy 73.8 10 CMG 13,484 1,336 IT 10 Deutsche Bank Securities 5,497,506
11 Cramer-Krasselt 72.7 11 McKinsey 11,000 3,300 General 11 Banc of America Securities 5,369,335
12 Ryan Partnership 56.3 12 CapGemini/EY US 9,800 2,637 IT 12 Charles Schwab 4,653,000
13 MARC USA 53.2 13 Perot Systems 9,100 1,332 IT 13 J.P. Morgan Securities 4,573,377
14 Kirshenbaum Bond 50.3 14 Towers Perrin 8,300 1,400 HR 14 UBS Financial Services 3,623,849
15 GlobalHue 49.5 15 Aon Consulting 7,863 HR 15 Wachovia Securities 2,221,676
16 Meridian 48.5 16 Keane 7,331 873 IT 16 TD Waterhouse 2,202,001
17 WestWayne 45.9 17 AMS 6,300 987 IT 17 Legg Mason 1,993,759
18 Bernstein Rein Advertising 43.4 18 Watson Wyatt 6,300 710 HR 18 A.G. Edwards 1,668,155
19 Cliff Freeman & Partners 38.0 19 IMS Health Inc 6,000 General 19 Prudential Securities 1,654,479
20 Abelson-Taylor 37.8 20 A.T. Kearney 4,000 434 General 20 ABN AMRO 1,647,522
21 Ackerman McQueen 34.0 21 CTP 3,824 587 IT 21 CIBC World Markets 1,590,568
22 BVK/McDonald 30.2 22 Gartner 3,700 General 22 Nomura Securities Int’l 1,576,328
23 Kupper Parker Comm. 28.7 23 Renaissance 3,000 437 IT 23 Fidelity Brokerage 1,436,696
24 Barkley Evergreen 27.9 24 Bain 2,800 825 General 24 SG Cowen Securities 1,369,996
25 Eisner Communications 26.4 25 CTG 2,800 263 IT 25 LaBranche 1,276,044
a
Source: Advertising Age, firm websites.
b
Source: Hoovers, Consultants News, firm websites.
c
Source: SIFMA Yearbooks.

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Table 5. Characteristics and ownership fates of IPO ad agencies (1962–80)
A: Characteristics of IPO Agencies B: Ownership Fate of IPO Agencies

Year Firm Size Age NOT in <10 years Female / Creative Size Firm Public Outcome
of IPO rank at IPO top 25 old Minority reputation rank in 1980
at IPO owner at IPO

1962 Papert Koenig Lois 74 3 x x x 1 J Walter Thompson Y


1963 Foote Cone Belding 6 90 1 Interpublic Y
1964 Doyle Dane Bernbach 14 15 x 6 Foote Cone Belding Y
1965 Grey 12 48 x 8 BBDO Y
1966 Ogilvy & Mather 11 18 11 Ogilvy & Mather Y
1967 Gaynor 92 16 x 12 Grey Y
1967 Adams Dana 317 1 x x 14 Doyle Dane Bernbach Y
1968 Wells Rich Greene 30 2 x x x 14 Needham Harper Steers privatized
1969 J Walter Thompson 1 105 26 Clinton E Frank privatized
1969 McCaffrey 34 36 x 30 Wells Rich Greene privatized
1969 Doremus 39 66 x 34 McCaffrey privatized
1969 Grant Advertising 45 23 x 39 Doremus acquired
1969 Lampert 158 21 x 45 Grant Advertising acquired
1969 Herbert Arthur 431 nf x 46 Tracy Locke privatized
1971 Interpublic 1 41 74 Papert Koenig Lois privatized
1971 Clinton E Frank 26 17 x 92 Gaynor Y
1971 Tracy Locke 46 58 x 158 Lampert unknown
1972 Needham Harper Steers 14 47 317 Adams Dana acquired
1973 BBDO 8 45 431 Herbert Arthur failed
Journal of Professions and Organization
151 

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152  A. von Nordenflycht

the top 25, it is not immediately obvious that firm as the firm’s key source of differentiation. In particu-
size is a deciding factor in the choice of ownership lar, Bower hoped to imitate corporate law firms to
type. establish an image as trusted boardroom advisors
For consulting firms, the table also indicates each (McKenna 2006). Thus, one of the main aspects of
firm’s main segment (IT, general, or HR). With this McKinsey’s strategy was the adoption of profes-
coding, we can see that IT consulting firms ‘are’ pre- sional norms, including organizational characteris-
dominantly publicly traded (13 of 14 firms). This is tics commonly associated with law firms (McKenna
consistent with the earlier discussion of the higher 2006; Kipping 2011). So the firm’s choice of private
capital intensity of IT consulting relative to other ownership stems, at least in part, from the owner-
types of consulting. More convincingly, in a system- ship model of law firms, even though that owner-
atic study of 119 large consulting firms in 2004, ship model is shaped by regulatory constraints.

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Richter and Schroder (2008) show that firm size Furthermore, McKinsey’s close rivals in strategy
and capital intensity are both significant predictors consulting, including Bain (also in Table 4) and
of a consulting firm being publicly traded. Overall, BCG, imitated this image of professionalism
then, the contemporary distribution of public versus (Kipping 2011), helping to explain their avoidance
private ownership is consistent with the ‘Relative of public ownership as well. I address Booz Allen’s
Value of Capital’ hypotheses. choice in the next section on relative performance.
What bears consideration, however, are the large And Towers Perrin became publicly traded in 2009,
consultancies that have remained private. In the ab- via a merger with Watson Wyatt.
sence of constraints against outside ownership, in To summarize the management consulting case,
the face of large firm size which reduces the theo- the distribution of public ownership is generally
rized benefits of the partnership model, and with consistent with the ‘Relative Value of Capital’ hy-
the opportunity to raise the value of the firm’s pothesis. But some of the exceptions—large private
shares via public ownership, why have these firms consultancies—can also be explained by profes-
chosen to stay private? For three of these five— sional norms.
Deloitte, McKinsey, and Bain—there is some evi-
dence that professional norms have influenced this
ownership choice. Investment banking
Table 4 indicates that by 2003 public ownership was
Deloitte consulting. Deloitte’s consulting practice is a the dominant form for large investment banks. Only
subsidiary of the US accounting firm, Deloitte LLP one of the 25 largest US securities brokerage firms—
(which itself is a subsidiary of the global accounting comprised primarily of investment banks and retail
firm, Deloitte Touche Tohmatsu). Thus, the owner- brokerage firms—remained private (and that firm,
ship prohibitions facing audit firms explain Fidelity, was a retail money management firm, not an
Deloitte’s private status. An interesting question, investment bank). Furthermore, 87 of the top 100 se-
though, is why Deloitte Consulting’s parent firm has curities firms were publicly traded in 2003.
not elected to sell it off, as the other accounting Morrison and Wilhelm (2008) argue persuasively
firms did with their consulting divisions, after corpo- that the proliferation of public ownership after the
rate accounting scandals led to pressure to separate repeal of the NYSE restrictions in 1970 corre-
accounting and consulting.4 Another important sponded with increases in the value of capital that
question for future research is whether Deloitte affected different segments of the industry at differ-
Consulting’s private status has made it more ent times. The early adopters in the early 1970s
competitive (the ‘Mistake’ hypothesis) or less com- were almost all ‘retail’ brokerage houses: firms that
petitive (the ‘Relative Value of Capital’ hypothesis) sold stocks to the public via extensive branch office
vis-à-vis its main competitors. networks. The retail segment was more capital in-
tensive than other segments not only because it in-
McKinsey & Company. In the 1940s, McKinsey’s manag- volved branch networks but also because it faced
ing partner, Marvin Bower, adopted ‘professionalism’ the greatest need for IT investments to deal with
Journal of Professions and Organization  153

the increased transaction volumes and the conse- Consistent with the Relative Value of Capital hy-
quent paperwork crisis of the 1960s. pothesis, increases in the value of outside capital
A second wave of transitions to public ownership and in firm size made public ownership more attrac-
occurred in the mid-1980s, involving ‘wholesale’ in- tive to Goldman Sachs.
vestment banks: firms that did not do retail distribu- To explain the current prevalence of public own-
tion but instead focused on underwriting, trading, ership across US securities firms by 2003, it is also
and advisory services (such as M&A advising). important to take into account the steady deregula-
These firms faced an increased need for IT invest- tion of the prohibitions against commercial banks
ments with the rise of the minicomputer and micro- owning investment banks that occurred from the
computer in the late 1970s and through the 1980s. 1980s onward. As large commercial banks diversi-
The capacity for powerful computation at the desk- fied into investment banking, the ability to offer cli-

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top facilitated the creation of new, more sophisti- ents commercial loans—that is, to risk large pools
cated financial products and trading markets (e.g. of capital—became an important factor in compet-
derivatives). ing for investment banking services, including M&A
The third wave, from the mid-1990s to mid- advice and other specialty services. Thus, capital be-
2000s, featured ‘boutique’ firms with strengths in came important even for these supposedly low capi-
equity underwriting, research, and M&A advisory tal intensity functions. In the late 1990s, many
services. These firms were the industry’s least capital smaller investment banks were acquired by com-
intensive and most dependent on human capital. mercial banks. By 2003, of the 87 securities firms in
However, even these firms experienced an increase the top 100 that were publicly traded, 66 were pub-
in the value of outside capital investment for two licly traded by dint of being subsidiaries of publicly
reasons: the rise of proprietary trading and the traded commercial banks and other diversified fi-
weakening regulatory barriers between commercial nancial services corporations.
and investment banking. Looking across the three industries with public
The IPO of Goldman Sachs in 1999 illustrates firms, we see patterns consistent primarily with the
the organizational impact of proprietary trading. By relative value of capital interpretation: larger firms
the mid-1990s, Goldman Sachs was perhaps the in- and those for whom the value of capital is higher
dustry’s highest status firm, known for attracting are more likely to be public. However, where firms
high-quality talent (Groysberg et al. 1999; Lorsch do not face a strong need for capital (advertising
and Tierney 2002; Economist 2006; Bidwell et al. in and non-IT consulting), variation in the strength of
press). As one of the industry’s last large partner- professional norms may also play a role in shaping
ships, Goldman’s ownership structure was often firm’s ownership choices.
touted as a contributing factor to its ability to attract
and motivate top talent (Caplen 1995; Serwer RELATIVE PERFORMANCE OF PUBLIC
1998). In fact, Goldman’s partners considered and VERSUS PRIVATE PSFS: IS THE
rejected the idea of going public five times between ‘MISTAKE’ A MYTH?
1986 and 1996, fearing it might degrade the firm’s Finally, cross-firm comparisons should ideally help
culture and its ability to retain talent (Groysberg us to assess the hypotheses that follow from the
et al. 1999). ‘Mistake’ interpretation: that public PSFs should
Groysberg et al. (1999) argue that Goldman’s ul- underperform private PSFs, ceteris paribus; and that
timate decision to go public in 1999 was facilitated public PSFs will not persist. However, comparing
by two changes during the 1990s. One was the the performance of public versus private firms is em-
growth in the firm’s proprietary trading business, pirically problematic because financial performance
which was putting large amounts of the firm’s capi- of private firms is not publicly available, thus few rel-
tal at risk and exposing the partners to much greater evant studies exist. In this section, I note a few
volatility. Second, as the firm grew and globalized pieces of evidence that speak to whether public
over the 1990s, it added more hierarchical levels, ownership leads to inferior performance for PSFs.
undermining the firm’s culture and team spirit. This evidence suggests that for large firms, public
154  A. von Nordenflycht

ownership is not associated with inferior perfor- this experience was driven primarily by the fact that
mance; but for small firms, it is associated with the company’s IPO in 1969 occurred just before
lower performance and is ultimately abandoned as both a general stock market decline and a recession
an ownership form. that significantly dampened demand for consulting
Greenwood, Deephouse, and Li (2007) compare services. Booz Allen’s stock price fell from the IPO
the performance—measured by revenue per profes- price of $24 in 1969 to $2 by 1972. The public visi-
sional—of private and public firms in a sample of bility of the company’s troubles was embarrassing to
50 large management consultancies. They report partners who sold themselves as management ex-
that private firms show higher performance. perts, and the low stock price made them hesitant
However, their analysis includes both IT and gen- to make investments to preserve the company’s tal-
eral management consulting firms, which vary sub- ent and culture, for fear that shareholders would

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stantially in their capital intensity and business view them as unwarranted private benefits.
models. In particular, larger IT consultancies, which However, public ownership did not lead to the de-
are mostly public, tend to have lower-paid consul- parture of talent, as very few partners left. And the
tants, relative to smaller general management con- firm did not perform any worse than its private
sulting firms (especially strategy consulting firms), peers, who were also suffering.
which tend toward private ownership. Thus, a com- The firm went private 6 years later in 1975. And
parison of revenue per professional measures differ- this brief experience has left a legacy among the
ences in strategic position at least as much as firm’s senior officers that they will not try it again.
differences in underlying financial performance. But its negative experience was arguably influenced
This claim is bolstered by research by Pickering by adverse external conditions rather than a disad-
(2012), which shows that differences in both strat- vantage in providing incentives to retain talent.
egy and accounting methods between public versus Similar to Richter and Schroeder (2008), von
private accountancies in Australia make revenue per Nordenflycht (2007), in a study of 122 ad agencies
employee a flawed way to compare underlying prof- from 1960 to 1980, finds no difference in perfor-
itability differences between public and private mance—measured by revenue growth—between
firms. In their aforementioned study of consulting public and private firms overall. However, when in-
firms, Richter and Schroder (2008) conduct a simi- teracting ownership and firm size, the study finds
lar comparison of revenue per employee between that ‘small’ public firms showed lower performance
public and private consultancies, but on a larger than small private firms, while large public firms still
(119) firm sample and using controls for differences showed no difference from private firms.
in size, strategy, and capital intensity. They report The role of firm size in moderating the effect of
no performance differences, once those additional public ownership on performance is further revealed
variables are controlled for. when considering the ultimate fate of the 19 ad
Looking more historically, several consulting agencies that initially went public, as summarized in
firms that went public ended up reprivatizing, in- Table 5. Of the 8 agencies that were in the top 25 in
cluding Booz Allen & Hamilton (1969–75), Arthur size when they went public, 7 remained independent
D. Little (1969–88), and LECG (1997–2000). This public corporations through the mid-1980s and
could be seen as support for the second ‘mistake’ none reprivatized. Of the 11 that were outside of the
hypothesis: that PSFs do not persist as public cor- top 25 in size when they went public, by 1978, only
porations. However, Table 4 indicates that many 1 remained a public corporation. The others had ei-
other consultancies have remained publicly traded. ther failed, re-privatized, or been merged into larger
Furthermore, Booz Allen’s decision to reprivatize agencies. In other words, for small ad agencies, the
(and stay that way to this day) may have been ‘mistake’ hypotheses were borne out.
driven as much by the timing of its IPO as by any
organizational effects of public ownership. CONCLUSIONS AND DISCUSSION
According to a former officer,5 Booz Allen had a This study’s motivating question is what the histori-
bad experience with public ownership. However, cal and cross-sectional distribution of publicly
Journal of Professions and Organization  155

traded PSFs means for our theory of the profes- binding—where public ownership is not prohibited
sional partnership. I proposed three explanations or strongly discouraged—public ownership corre-
that differed in the degree to which they challenge lates with firm size and capital intensity. This is illus-
the standard theory of how and where the profes- trated by patterns from both ends of the spectrum.
sional partnership generates incentive advantages. Public ownership may be essential for PSFs facing
The mistake explanation preserves the theory, the high capital intensity, as evidenced by the domi-
relative value of non-human versus human capital nance of public ownership among investment banks
explanation challenges the theory’s assumptions and IT consulting firms in 2003. But for firms that
about the value of capital to professional services, are small and not capital intensive, the professional
and the professional norms explanation challenges partnership may be the dominant model, as evi-
the core assumption that the partnership generates dence by the poor performance and brief existence

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incentive advantages. Each explanation implied dis- of small public advertising agencies (however, simi-
tinct hypotheses about the distribution and/or per- lar evidence has not yet been gathered for small
formance of public PSFs. firms in investment banking and consulting).
This review of the historical distribution of public Third, the ‘mistake’ explanation, if it applies at all,
corporations across five professional service indus- seems only to apply to small firms. In advertising
tries actually reveals some support for each of the and consulting, large firms have adopted and per-
explanations. Cross-industry variation in the extent sisted with public ownership—even those facing low
of public ownership and cross-firm variation in the needs for external capital. And two empirical studies
choice of public ownership can be associated both find no performance differences between public and
with professional norms and with firm size and capi- private ad agencies and consultancies, when compar-
tal intensity, supporting the ‘Relative Value of ing large firms. Thus, for large PSFs, public owner-
Capital’ and ‘Professional Norms’ explanations. For ship appears to be a viable ownership form.
the ‘Mistake’ explanation, there is evidence from the My overall conclusion is that there is little evi-
advertising industry that small public PSFs under- dence that the professional partnership generates
perform and do not persist as public corporations. economic advantages, relative to the traditional cor-
I argue, though, that there is a hierarchical order porate archetype. The historical dominance of the
to the explanations, in the following sense. partnership archetype across professional services,
Professional norms are the first-order factor in ex- which has been interpreted as evidence of its eco-
plaining the historical prevalence of the professional nomic advantages in the professional service con-
partnership. The basic presence or absence of public text, can largely be attributed to normative
corporations in a given professional service industry constraints, rather than managerial choice. In the ab-
stems first and foremost from the strength of profes- sence of those normative constraints, large capital-
sional norms. Where professional norms are strong, intensive PSFs adopt public ownership. And even
the role of firm size and capital intensity does not where capital intensity is low, public corporations
matter. The almost complete absence of public cor- have emerged and thrived, apparently equally com-
porations across these five industries in 1960 can be petitive with private partnerships. To the extent that
attributed to prohibitions against outside ownership small firms persist as private entities (whether part-
in all five, rather than to choices by firms themselves nerships or private corporations), this may simply
to eschew outside ownership. But where public own- reflect the higher fixed costs of public ownership
ership has been allowed, it exists—not just in the rather than any incentive provision problems.
three industries where prohibitions were repealed in In other words, this analysis suggests that the
the 1960s, but also among accounting firms not en- patterns of public ownership in professional services
gaged in public audit work and in the Australian le- indicate that the common theory that the profes-
gal industry where ownership prohibitions were sional partnership archetype generates advantages in
lifted in 2007. retaining or motivating effort from talented profes-
The second-order explanation is the relative sionals may be flawed. Later, I discuss the potential
value of capital. Where professional norms are not implications of this suggestion.
156  A. von Nordenflycht

Implications for research than private ones. They find no steady-state differ-
A key contribution of this analysis is linking varia- ences in rates of cheating between public and
tion in the existence of public PSFs to variation in private firms. Additional empirical research on this
the strength of professional norms. However, I have question would be invaluable.
taken these variations as given. Scholars have ques- On the other hand, constraints on outside capital
tioned whether the strength of professionalism as a may mitigate the degree of competition in an indus-
logic or ideology has been waning across all profes- try. In the name of preserving professional integrity,
sions, losing ground to the commercial, free-market professional codes have traditionally prohibited
ideology (Faulconbridge and Muzio 2009; Kipping a number of commercially competitive behaviors,
2011). But such a trend does not explain cross- including soliciting competitors’ clients, advertising
industry variation in the degree or timing of weak- (Cox, DeSerpa, and Canby 1982; Torres 1991), and

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ening professional norms. even competing on price (Torres 1991; Morrison
Professionalization has been explained by both and Wilhelm 2008). Several such prohibitions have
sociologists and economists as one possible solution in fact been struck down or challenged in the USA
to the market failure that can arise in markets for on the basis of antitrust laws (Torres 1991). Thus,
expertise (Parsons 1939; Blair and Rubin 1980; von prohibitions on outside ownership may play a
Nordenflycht 2010). Thus, differences in the similar role in constraining competition and, thus,
strength of professional norms may arise from dif- keeping prices high (Torres 1991; Clementi 2004;
ferences in the degree of knowledge intensity. Suddaby and Greenwood 2005). Such concerns
However, whether law and accounting are more also motivated the Australian and UK govern-
knowledge intensive than management consulting ments’ liberalization of ownership restrictions on
and investment banking seems far from obvious— law firms.
an open empirical question at best. For instance, Thus, professional norms against outside owner-
scholars analyzing the underprofessionalization of ship may pose an important trade-off: on the one
management debate whether it can be linked to the hand, preservation of professional integrity and pro-
nature of knowledge and work in consulting or to tection of clients against cheating, but on the other
path-dependent historical idiosyncrasies (Gross and hand, limited competition and thus higher prices.
Keiser 2006; McKenna 2006; Kipping 2011). A So such norms may only justifiable if they do indeed
more systematic inquiry into the reasons for promote more ethical behavior and minimize cheat-
variation in the strength of professionalism across ing. Thus, empirical analyses of the effects of out-
professions is thus a topic for continued future side ownership on professional misconduct are a
research. critical area for future research.
Independent of the question of why professional The findings also have implications for the in-
norms vary, another important question to ask is creasing tendency to look to PSFs for lessons for
whether professional norms against outside owner- knowledge-intensive firms in general (Alvesson
ship are beneficial or detrimental to clients. The 1995; Scott 1998; Blair and Kochan 2000;
rationale behind these norms is to protect clients Lowendahl 2000; Teece 2003). This article suggests
from conflicts of interest which would lead pro- that the distinctive ownership feature of the profes-
fessionals to exploit their expertise to benefit sional partnership archetype stems more from
themselves (and their investors) at clients’ expense. strong professional norms than from knowledge
In other words, the prohibitions are intended to intensity per se. So if there is a societywide trend
prevent professionals from cheating clients. toward a ‘reduction’ in professional norms in the
Whether such prohibitions achieve this objective is face of liberal, free-market reforms, then rather than
an open question that has received little empirical assuming that corporations will look increasingly
attention. Von Nordenflycht and Assadi (2013) ad- like PSFs, it may be more accurate to assume that
dress this question explicitly, assessing whether pub- PSFs will look increasingly like traditional
lic securities firms cheat clients more frequently corporations.
Journal of Professions and Organization  157

There is one major caveat to that last conjecture. retirement makes them care about the firm’s
This article focuses on the presence or absence of long-term reputation. This induces them to
outside owners, which is just one distinctive dimen- make the effort to mentor the firm’s associates
sion of the professional partnership archetype. My (i.e. future partners). Thus, partnerships de-
analysis is silent about whether the ‘internal’ features velop higher levels of tacit human capital.
of the professional partnership yield advantages in 2. For example, the Hippocratic oath, by which
knowledge-intensive settings. In fact, there is anec- physicians pledge commitment to ethical prac-
dotal evidence that managers of public PSFs attempt tices, states:
to retain internal features of a professional partner-
‘I will use those. . .regimens which will ben-
ship, such as an emphasis on equality, low levels of
hierarchy, the use of informal processes to foster a efit my patients according to my greatest

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strong spirit of teamwork (Groysberg et al. 1999; ability and judgement, and I will do no
Donaldson 2002). Furthermore, Empson & harm or injustice to them’ (North 2002).
Chapman (2006) compare two strategically allied
consultancies: one a public corporation, the other a Similarly, the ABA has articulated the ‘core
private partnership. They find that managers under values of the legal profession’ which include
both ownership models express a similar commit- ‘(1) the lawyer’s duty of undivided loyalty to the
ment to the ‘interpretive scheme’ of the professional client, (2) the lawyer’s duty competently to exer-
partnership model—or a ‘spirit of partnership’ cise independent legal judgement for the benefit
(Donaldson 2002; Lorsch and Tierney 2002)— of the client’ (American Bar Association 2000).
which entailed limited managerial authority, high in- 3. To be sure, the first US advertising agency to go
dividual autonomy, and long-term over short-term public (Albert Frank–Guenther Law), did so in
performance. This points to another direction for fu- 1929, at the peak of the bull market before the
ture research on the appropriate organization of Great Depression. It did so to pay off the mort-
PSFs (and knowledge intensive firms in general): de- gage on its office building, then reprivatized
termining whether the internal features of the pro- soon after.
fessional partnership yield advantages in retaining or 4. Four of the big five consultancies quickly be-
motivating talent or in fostering teamwork; and came publicly traded in 2001, either via IPO
whether these internal features are compatible with (Andersen, KPMG) or acquisition by a publicly
public ownership. As von Nordenflycht (2011b) ex- traded parent (PricewaterhouseCoopers/IBM,
horts the PSF research community, let’s get testing. Ernst & Young/Cap Gemini) (Kipping 2011)
5. Unless specifically noted, the information on
ACKNOWLEDGEMENTS Booz Allen comes from an interview with a for-
I thank Matthew Bidwell, as well as JPO editorial board mer officer who worked at the firm from the
members David Brock, Huseyin Leblibici, Ian Kirkpatrick mid-1960s until the late 1990s.
and Pam Tolbert for insightful comments and helpful sug-
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