Russian Privatization and Corporate Governance: What Went Wrong?

Abstract

In Russia and elsewhere, proponents of rapid, mass privatization of state-owned enterprises (ourselves among them) hoped that the profit incentives unleashed by privatization would revive faltering, centrally planned economies. Instead, the Russian economy has shrunk steadily since 1991 and suffered a major collapse in 1998, which exposed deep structural flaws in the privatization effort. We offer here some partial explanations. First, rapid mass privatization of medium and large firms is likely to lead to massive self-dealing by managers and controlling shareholders unless (implausibly in the initial transition from central planning to markets) a country has a good infrastructure for controlling self-dealing. Russia accelerated the self-dealing process by selling control of many of its largest enterprises cheaply to crooks, who got the funds to buy the enterprises by skimming from the government, and transferred their skimming talents to the enterprises they acquired. Second, profit incentives to restructure privatized businesses and create new ones can be swamped by the burden on business imposed by a combination of (among other things) a punitive tax system, official corruption, organized crime, and an unfriendly bureaucracy. Third, while self-dealing will still occur (though perhaps to a lesser extent) if state enterprises aren’t privatized, since self-dealing accompanies privatization, it politically discredits privatization as a reform strategy and can undercut longer-term reform efforts. A principal lesson is that developing the infrastructure to control self-dealing is central to successful privatization of large firms -as important, and in the early stages, perhaps more important than privatization itself. Please address comments to: Professor Bernard Black Stanford Law School Stanford CA 94305 bblack@stanford.edu * We thank Kevin Covert, Richard Craswell, David Ellerman, Itzhak Goldberg, Dale Gray, Hugh Patton, Michael Klausner, Peter Murrell, John Nellis, Katarina Pistor, Andrei Shleifer, Alexander Yushkevich, and [to come], and participants in workshops at the American Law and Economics Association, an OECD Conference on Corporate Governance in Russia, an IMF Workshop on Comparative Corporate Governance in Developing and Transition Economies, Stanford Law School, and University of California Berkeley, Haas School of Business and [to come] for helpful discussions and comments. Special thanks to James Fenkner of Troika Dialog for the data on Russian market capitalization and comparable Western values for Russian companies reported in Part III of this article.