路易斯·凱爾索

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路易斯·凱爾索(Louis Kelso)——經濟學家、公司法律師、投資銀行家

Louis O. Kelso (1913-1991) was a political economist in the classical tradition of Smith, Marx and Keynes. He was also a corporate and financial lawyer, author, lecturer and merchant banker who is chiefly remembered today as the inventor and pioneer of the Employee Stock Ownership Plan (ESOP), the prototype of the leveraged buy-out invented to enable working people without savings to buy stock in their employer company and pay for it out of its future dividend yield.

Kelso created the ESOP in 1956 to enable the employees of a closely-held newspaper chain to buy out its retiring owners. Two years later Kelso and his co-author, the philosopher Mortimer J. Adler, explained the macro-economic theory on which the ESOP is based in The Capitalist Manifesto (Random House, 1958). In The New Capitalists (Random House, 1961), the two authors present Kelso’s financial tools for democratizing capital ownership in a private property, market economy. These ideas were further elaborated and refined in Two-Factor Theory: The Economics of Reality (Random House, 1967) and Democracy and Economic Power: Extending the ESOP Revolution Through Binary Economics (1986, Ballinger Publishing Company, Cambridge, MA; reprinted 1991, University Press of America, Lanham, MD), both co-authored by Patricia Hetter Kelso, his collaborator since 1963.

Kelso’s next financing innovation, the Consumer Stock Ownership Plan (CSOP), in 1958 enabled a consortium of farmers in the Central Valley to finance and start up an anhydrous ammonia fertilizer plan. Despite fierce opposition from the major oil companies who dominated the industry, Valley Nitrogen Producers was a resounding success. Substantial dividends first paid for the stock and then drastically reduced fertilizer costs for the farmer-shareholders.

Kelso regarded the ESOP and CSOP as pragmatic proof that his revolutionary revision of classical economic theory, and the financial techniques he derived from this new perspective, were sound and workable in the economic and business world. As a corporate and financial lawyer, and later as senior partner in the law firm he founded, Kelso well understood that world. He was further motivated by his conviction that lawyers had a special responsibility to maintain and improve society’s institutions in the light of its democratic values. He further believed that the business corporation was society’s greatest social invention and that its executives had a fiduciary responsibility in exercising its vast power.

Kelso began to think seriously about economics in 1931, the second year of the Great Depression. Although not yet 18, he was determined to launch his own investigation into the cause of a phenomenon no one was able to explain to his satisfaction. This quest took him to the University of Colorado at Boulder, where in 1937 he was graduated with a B.S. degree in business administration and finance; he went on to law school, receiving a J.D. in 1938. He then joined a Denver law firm and also briefly taught constitutional law at his alma mater.

Then came Pearl Harbor. Kelso was commissioned in the U.S. Naval Service, and assigned to intelligence duty first in San Francisco and then in the Canal Zone. Working tropical hours, Kelso used his free afternoons to work on his seminal manuscript, The Fallacy of Full Employment; in 1946, the war over, the completed manuscript in his footlocker, the Navy sent him on a destroyer back to civilian life. But 1946 was also the year Congress passed the Full Employment Act. This legislation, still in force, defines economic policy in the United States 170 years after the official birth of the Industrial Revolution as the right to a job. Kelso concluded that the time for his ideas had not yet come.

Kelso long believed that he had not originated a new economic theory but only discovered a vital fact that the classical economists had somehow overlooked. This fact was the key to understanding why the private property, free market economy was notoriously unstable, pursuing a roller coaster course of exhilarating highs and terrifying descents into economic and financial collapse.

This missing fact, which Kelso had uncovered over years of intensive reading, research and thought, drastically modifies the classical paradigm which has dominated formal economics since Adam Smith. It concerns the effect of technological change on the distributive dynamics of a private property, free market economy. Technological change, Kelso concluded, makes tools, machines, structures and processes ever more productive while leaving human productiveness largely unchanged. The result is that primary distribution through the free market economy, whose distributive principle is “to each according to his production,” delivers progressively more market-sourced income to capital owners and progressively less to workers who make their contributions through labor.

Differential productiveness over time concentrates market-sourced income in the hands of those who will not recycle it back through the market as payment for consumer goods and services. They already have most of what they want and need so they invest their excess in new productive power. This is the source of the distributional bottleneck which makes the private property, free market economy ever more dysfunctional. The symptoms of dysfunction are capital concentration and inadequate consumer demand, the effects of which translate into poverty and economic insecurity for the majority of people who depend entirely on wage income and cannot survive more than a week or two without a paycheck. And since, as Adam Smith laid down, economic demand begins with the consumer and consumer purchasing power, the production side of the economy is under-nourished and hobbled.

All of Kelso’s financing tools and economic proposals are designed to correct the imbalance between production and consumption at its source, in conformance with private property free market principles identified by Smith and his followers.

In a biographical summary written for the National Center for Employee Ownership in 1988, Kelso described “the area in which first I alone, and then, beginning about 25 years ago, Patricia and I, have made our contribution to the world of economics and corporate (and other) finance. The Kelso contribution lies partly in the area of macro-economic discovery, and partly in practical ways to implement and make good use of those discoveries in human affairs.”

New scientific ideas, especially those related to an existing paradigm, are notoriously difficult to name. Although going along with Random House’s cold-war title, The Capitalist Manifesto, Kelso and Adler, rigorous thinkers both, knew that capitalist was not the right term. But they could not come up with a better one. In their book they had called Kelso’s new concept the theory of capitalism. Later Kelso and Hetter, wrestling with the same semantic problem, came up with the term universal capitalism. Not until after their last book was already in print did Kelso discover the term her had been searching for all along: binary economics.

　　20世紀50年代，美國經濟學家路易斯·凱爾索(Louis Kelso)觀察到，當社會變得越發工業化時，資本要素對生產的貢獻要大於勞動，而現存資本主義主流企業制度的主要問題是，儘管所有的工人擁有他們的勞動，但擁有資本並能夠取得資本收入的卻只有很少的一部分，工人在總體上只能從勞動中獲得收入。資本主義雖然能夠創造出經濟效率奇跡，但它卻不能創造出經濟公平。資本的急劇集中和貧富差別迅速擴大，由此造成社會的分配不公已成為美國社會潛藏的巨大危機。

　　路易斯·凱爾索受《共產黨宣言》的啟發、在20世紀初提出的“小額股票”，“大眾持股”的基礎上，提出了所謂“二元經濟學”理論，發表在與著名的哲學家莫迪默·艾德勒(Mortrimer Adler)合著的《資本主義宣言：如何用借來的錢讓8000萬工人變成資本家》一書中。其基本思想是：人們可以通過付出勞動和付出資本兩個方面來獲得收入。 基於二元經濟學理論，凱爾索提出了員工持股計劃(ESOP)。

　　員工持股計劃從理論上主要源於路易斯.凱爾索(Louis Kelso)擴大資本所有權的思想。ESOP是美國員工所有制眾多實現形式中的一種。它的概念起源於50年代，由律師和投資銀行家凱爾索提出的。他認為現代市場經濟和科技進步使資本投入對產出的貢獻越來越大，如果資本只掌握在少數人手中，產權集中，則經濟發展的好處將主要集中於少數人手中，大多數人將不能分享到資本主義的好處，這將造成嚴重的分配不公，從而影響到社會的穩定和資本主義的生存與發展。為此，凱爾索等人希望能建立起使資本主義所有權分散化的新機制，使人們都有可能獲得勞動收入和資本收入這兩種收入，並能以某種方式使大多數並不富有的人得到一定數量的資本，從而擁有一定的生產性資源。ESOP是他們為實現這一目的而提出的一種方案。但在當時，幾乎沒有公司接受和實踐凱爾索的思想，因為按照當時的法律規定，是禁止借款購股的。

　　美國聯邦和州議會的相關立法為員工持股的產生和發展創造了條件和良好的外部環境。 1973年，當時任參議院財經委員會主席的參議員拉塞爾。朗瞭解並接受了凱爾索的思想，認為應該從稅法上制定允許和鼓勵員工利益的法律。在制定1974年的《雇員退休收入保障法》的過程中，朗等人促使這部聯邦法律成為實施員工持股最重要的法律依據之一。國會也修訂了許多法律來規範和鼓勵員工持股計劃，最主要的包括1984年和1986年的《稅制改革法》，1996年的《小企業就業保護法》和1997年的《賦稅人信任法》。而美國各州中有一半以上的州制定了促進員工持股計劃的法律。

　　從實踐過程來看，員工持股計劃迎合了各方面的利益要求，得到各方面的支持，這也是員工持股計劃得以在美國發展起來的重要原因。一方面，使一般員工通過實行員工持股計劃，獲得生產性資本，成為有產階級，分享資本主義制度的好處，這得到美國左派人士的贊賞和支持。另一方面，在美國現存的稅制條件下，將企業所有者和資本家的股權轉讓給本企業職工，企業所有者能從中得到比不實行員工持股計劃更多的好處，因此，也得到傾向於企業所有者和雇主的右派人士的贊成。正是這種利益機制上的作用，成為推進員工持股在美國得以快速發展的重要原因。根據美國全國職工持股中心提供的最新統計數據，到1998年，美國通過員工持股計劃及其他實現員工持股的企業有14000多家，有3000多萬職工持股，員工持股計劃涉及的資產總值超過 4000多億美元。