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Nordenflycht 2014 Jpo - Ann - Publicly Traded Professional Service Firms - Cross Industry Analysis
Nordenflycht 2014 Jpo - Ann - Publicly Traded Professional Service Firms - Cross Industry Analysis
doi: 10.1093/jpo/jou002
Advance Access Publication Date: 13 July 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.
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;
C The Author(s) 2014. Published by Oxford University Press. All rights reserved. For permissions, please e-mail: journals.permissions@oup.com
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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-
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-
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
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
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
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.
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
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
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
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
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
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
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) ($)
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
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.
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-
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
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
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
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
Alchian, A. A., and Demsetz, H. (1972) ‘Production, Fama, E. F., and Jensen, M. C. (1983) ‘The Separation of
Information Costs, and Economic Organization’, The Ownership and Control’, Journal of Law and Economics,
American Economic Review, 62: 777–95. 26: 301–25.
Alvesson, M. (1995) Management of Knowledge-Intensive Faulconbridge, J. R., and Muzio, D. (2009) ‘The
Companies. New York: Walter de Gruyter. Financialization of Large Law Firms: Situated Discourses
American Bar Association. (2000) House of Delegates and Practices of Reorganization’, Journal of Economic
Recommendation 10.F on Multi-disciplinary Practices Geography, 9: 641:61.
<http://www.americanbar.org/groups/professional_res Garamfalvi, A. (2006) ‘England Poised to Reform Legal
ponsibility/ commission_multidisciplinary_practice/ Market’, Legal Times, August 15.
mdp_report10f.html> accessed 3 July 2014. Gilson, R. J., and Mnookin, R. H. (1985) ‘Sharing Among the
—— (2013) Model Rules of Professional Conduct <http:// Human Capitalists: An Economic Inquiry into the
www.americanbarassociation.org/groups/professional_ Corporate Law Firm and How Partners Split Profits’,
Krause, W. C. (1963) ‘Is Going Public Good for Agencies?’, —— (2012) ‘Partnership Versus Public Ownership of
Printer’s Ink, 1: 33–8. Accounting Firms: Exploring Relative Performance, Per-
Levin, J., and Tadelis, S. (2005) ‘Profit Sharing and the Role formance Measurement, and Measurement Issues’, Austral-
of Professional Partnerships’, Quarterly Journal of asian Accounting, Business and Finance Journal, 6: 65–84.
Economics, 120: 131–72. Powell, M. J., Brock, D. M., and Hinings, C. R. (1999) ‘The
Lipartito, K. J., and Miranti, P. J. (1998) ‘Professions and Changing Professional Organization’, in D. M. Brock, M.
Organizations in Twentieth-Century America’, Social J. Powell, and C. R. Hinings (eds.) Restructuring the
Science Quarterly, 79: 301–20. Professional Organization: Accounting, Health Care and
Lorsch, J., and Tierney, T. (2002) Aligning the Stars: How to Law. pp. 1–19. New York: Routledge.
Succeed When Professionals Drive Results. Boston, MA: Richter, A., and Schroeder, K. (2008) ‘The Determinants and
Harvard Business School Press. Performance Effects of the Allocation of Ownership
Lowendahl, B. (2000) Strategic Management of Professional Rights in Consulting Firms’, Journal of Organizational
—— (2011a) ‘Firm Size and Industry Structure under Services’, in L. Empson, J. Broschak, and D. Muzio (eds.)
Human Capital Intensity: Insights from the Global Oxford Handbook of Professional Service Firms. Oxford:
Advertising Industry’, Organization Science, 22: 141–57. Oxford University Press.
—— (2011b) ‘Let’s Get Testing: Making Progress on Wells, W. (2000) ‘Certificates and Computers: The
Understanding Professional Service Firms’, Academy of Remaking of Wall Street, 1967–1971’, Business History
Management Review, 36: 184–7. Review, 74: 193–235.
——, and Assadi, P. (2013) ‘The Public Corporation on Winch, G., and Schneider, E. (1993) ‘Managing the
Wall Street: Public Ownership and Organizational Knowledge-based Organization: the Case of
Misconduct in Securities Brokerage’, Working paper, Architectural Practice’, Journal of Management Studies, 30:
Simon Fraser University. 923–37.
——, Malhotra, N., and Morris, T. (in press) ‘Sources of
Homogeneity and Heterogeneity across Professional