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Symbolic Interaction, Volume 27, Number 3, pages 383–403, ISSN 0195-6086; online ISSN 1533-8665. © 2004 by the Society for the Study of Symbolic Interaction. All rights reserved. Send requests for permission to reprint to: Rights and Permissions, University of California Press, Journals Division, 2000 Center St., Ste. 303, Berkeley, CA 94704-1223. Direct all correspondence to John D. Russell, University of Saskatchewan, College of Commerce, Saskatoon, Canada SK S7 5A7; e-mail: [email protected]. Stained Steel: ESOPs, Meta-Power, and the Ironies of Corporate Democracy John D. Russell University of Saskatchewan Mark Dirsmith Pennsylvania State University Sajay Samuel Pennsylvania State University This case study examines the situated interactions between management and workers during a proposed sale of stock by a U.S. steel manufacturer. Our focus permits a fine-grained analysis of how varieties of meta-power both condition and are contested in situated interactions. In our setting, the workers owned the company through an employee stock ownership plan, thereby confounding the traditional hierarchical relation between manage- ment and workers. While the contrast between these forms of social orga- nization framed the boundaries for subsequent social interactions, it also served to animate conflicts between workers and management. We found that though the worker-owned company proclaimed values of “corporate democracy” and “employee participation,” executive management acted as a relay to transmit the disciplining effects of “market forces.” Accord- ingly, the latter served as an “invisible proxy” reinforcing traditional hierar- chical social relations that problematized worker participation. The ironies of corporate democracy abound when worker-owners find themselves shadow boxing anonymous capital. Employee stock ownership plans (ESOPs) exemplify the social organization of the so-called workplace of the future. Over the past two decades, numerous commentators have announced the end of traditional industrial relations (Arthur and Dworkin 1991; Bluestone and Bluestone 1992; Gaudier 1988; Jensen 1993; Kochan, Katz, and McKer- sie 1986; Smith 1990; Strauss 1984; U.S. Subcommittee on Employer-Employee Rela- tions 2000). They suggest that workers empowered to make autonomous decisions

Transcript of Stained Steel: ESOPs, Meta-Power, and the Ironies of Corporate Democracy

Symbolic Interaction, Volume 27, Number 3, pages 383–403, ISSN 0195-6086; online ISSN 1533-8665.© 2004 by the Society for the Study of Symbolic Interaction. All rights reserved.Send requests for permission to reprint to: Rights and Permissions, University of California Press, Journals Division, 2000 Center St., Ste. 303, Berkeley, CA 94704-1223.

Direct all correspondence to John D. Russell, University of Saskatchewan, College of Commerce, Saskatoon,Canada SK S7 5A7;

e-mail

: [email protected].

Stained Steel: ESOPs, Meta-Power, andthe Ironies of Corporate Democracy

John D. Russell

University of Saskatchewan

Mark Dirsmith

Pennsylvania State University

Sajay Samuel

Pennsylvania State University

This case study examines the situated interactions between managementand workers during a proposed sale of stock by a U.S. steel manufacturer.Our focus permits a fine-grained analysis of how varieties of meta-powerboth condition and are contested in situated interactions. In our setting, theworkers owned the company through an employee stock ownership plan,thereby confounding the traditional hierarchical relation between manage-ment and workers. While the contrast between these forms of social orga-nization framed the boundaries for subsequent social interactions, it alsoserved to animate conflicts between workers and management. We foundthat though the worker-owned company proclaimed values of “corporatedemocracy” and “employee participation,” executive management actedas a relay to transmit the disciplining effects of “market forces.” Accord-ingly, the latter served as an “invisible proxy” reinforcing traditional hierar-chical social relations that problematized worker participation. The ironiesof corporate democracy abound when worker-owners find themselvesshadow boxing anonymous capital.

Employee stock ownership plans (ESOPs) exemplify the social organization of theso-called workplace of the future. Over the past two decades, numerous commentatorshave announced the end of traditional industrial relations (Arthur and Dworkin 1991;Bluestone and Bluestone 1992; Gaudier 1988; Jensen 1993; Kochan, Katz, and McKer-sie 1986; Smith 1990; Strauss 1984; U.S. Subcommittee on Employer-Employee Rela-tions 2000). They suggest that workers empowered to make autonomous decisions

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in relatively nonhierarchical teams are replacing the hierarchical employment rela-tions characteristic of industrial age organizations (Zuboff 1988). This change in thesocial and material organization of productive work has been described as “the sec-ond industrial revolution,” “new industrial relations,” and “U.S. industrial relationsin transition” (see, e.g., Kochan, Katz, and McKersie 1986; Walton 1985).

Many contemporary techniques aim at giving institutional shape to this new fu-ture. They go under an array of abbrevations and concepts, including QWL (qualityof working life), QC (quality circles), TQM (total quality management), SMT (self-managing teams), Gainsharing, and CD (corporate democracy). However, unlikethese diverse techniques, ESOPs, in principle, epitomize the intent and thrust of theso-called new industrial relations because they change the legal status of workers toworker-owners. The property rights of owners add legal force to worker empower-ment and participation in corporate decision making, thereby buttressing the possi-bility of relatively nonhierarchical industrial relations.

Our study examines industrial relations in a worker-owned steel manufacturingcompany organized as an ESOP during the last decades of the twentieth century.Specifically, we investigate the forces structuring the situated interactions betweenworker-owners and the company’s executive management (hereafter “management”)led by its chair and chief executive officer (CCEO), Maurice Kline, around a pro-posal to make a second public offering (SPO) of its stock on the New York StockExchange (NYSE). ESOPs introduce a form of social organization that conflictswith the hierarchical arrangement of the traditional owner-manager-worker rela-tionship. On the one hand, ESOPs legally give ownership rights to workers andthereby encourage the claims due to owners of property. On the other hand, ESOPsdo not eliminate the asymmetric relation embodied in the status of worker. Indeed,the asymmetry of the employment relation is both legally codified (Masten 1988)and a cultural norm (Heller et al. 1998). It is presupposed and reinforced by the ra-tionalization of human action into specialized repetitive tasks as in the pin factoryof Adam Smith; the division of doing and thinking between worker and managerenshrined in Frederick Taylor’s principles of scientific management; and the movingassembly line of the Fordist factory. Hence ESOPs foster a kind of “divided individ-ual”—one who is both worker and owner—and bring together two contradictorysociolegal logics—that of autonomy in the manner of owners and heteronomy inthe manner of workers. As a result, these contradictory forms of social organizationoffer a potentially rich context for better understanding how situated interactionsare conditioned.

By examining how social organization shapes social situations and conditionssocial actions, we draw on and contribute to the recent studies of processual orderin symbolic interactionism. Specifically, Hall (1997) argues that meta-power—thepower to structure the conditions and consequences of social situations—is an over-looked dimension in interactionist studies of social action. Suggesting that social actionoften occurs within a frame that shapes its form and content, he describes five types ofmeta-power that can shape action at a distance. In earlier work on power in social

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situations, Hall (1972, 1985) had pointed to the control over the flow of informationand the time and location of interactions as tools that elites deploy to establish andmaintain their domination over subordinates (see also Prus 1999). By considering aparticular episode in its wider context, our study offers a nuanced analysis of theinterplay between meta-power and power.

Our study also explains one apparently contradictory conclusion in the literatureon worker participation in general and on ESOPs in particular. Both these phenom-ena appear, on the one hand, as inaugurating a new phase of consensus and cooper-ation in industrial relations and, on the other, as deepening the oppressively hierar-chical relations between worker and manager (cf. Townley 1994:52–73 and Howard1985 for participative techniques; and Gianaris 1996 and Verano 1999 for ESOPs).Our analysis suggests that these opposing positions illustrate the consequencesof contradictions within organizational structures, or meta-power, that frame socialinteractions.

The remainder of this article is organized in six sections. In the first section, wediscuss the processual ordering perspective in more detail, elaborating the conceptof meta-power. The second and third sections describe the research methods em-ployed and provide contextual background to the study, respectively. We present ar-chival material and formal interviews comprising our case study in the fourth section,using the various forms of meta-power to organize our discussion. The fifth sectiondiscusses the play of power surrounding the SPO. Finally, we explore the implica-tions of our findings in terms of the five types of meta-power.

THE SOCIAL ORGANIZATION OF SOCIAL ACTION

The processual ordering perspective (Maines 1982; Maines and Charlton 1985; Prus1996, 1999; Strauss 1993; Ulmer 1997) is concerned with studying the mutual consti-tution of social action and social structures. Social structures are not seen as deter-minants of underlying social processes but as the condition and consequence of pro-cesses of social interaction (Manning 1992; Orton and Weick 1990; Thomas 1984;Weick 1979). As Maines (1982:23) has observed, “It is not just that new processeslead to new structural arrangements, or that structural change leads to associatedprocedural change, . . . but that structural arrangements exist in and through pro-cesses that render those structures operative.”

This emphasis on situated action has consequently led to an analysis of powerthat is agent-centered. According to Hall (1997:402), “Those interactionists whohave addressed the issue of power have framed their definitions and approaches interms of the oldest approach: situated contests between opposing actors.” In his ex-amination of the application of power in the steel industry, Blumer (1954, 1958), forexample, found that the entrenched conflict between labor and management led toopposing definitions of the context; the use of resources, including rhetoric, to servevested interests; and the resort to strikes and lockouts to achieve conflicting ends(Blumer 1954:234; see also Hall 1972). However, Hall (1997:403) noted that “Blumer’s

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formulation is unable to anticipate institutionalized conflict, where conditions andcodes stipulate the boundaries of conflict even while allowing for strikes and lock-outs.”Though rooted in the steel industry, Blumer’s focus on overt, bilateral conflicts ofinterest has become less relevant since the United Steelworkers of America agreedto a no-strike clause in 1974. Collective bargaining in the steel industry has thus lostmuch of its potency, and the traditional tools of strikes and slowdowns have givenway to subtler forms of institutionalized conflict. Ironically, however, secured at thecost of increasing real wages, industrial peace may have ultimately bankruptedthe industry and contributed to its demise (Hoerr 1988).

For Hall, the power to structure, alter, or create distal social situations, andthereby shape and condition social actions at a distance, is a crucial if less overt di-mension of power. He hews closely to the “processual, conditional, and dialectical”nature of social organization but extends the traditional concept of power by propos-ing social organization as “intersection of action, structure, and history” (1997:401).He proposes understanding organizations as structures of “meta-power,” which “re-fers to altering the type of game actors play[,] . . . to changing the distribution ofresources or the conditions governing interactions” (1997:405; see also Hall 2003).Meta-power does not refer to the strategies that participants employ to achievetheir ends within a situation but rather to structures defining the “rules of thegame” that limit and specify the range and extent of situated interactions. In thissense, meta-power enframes social situations and thereby shapes action at a dis-tance, and it emphasizes the mechanisms by which social actions are networkedacross disparate sites and times. It is a key to unlocking the “meso” domain of so-cial life, where macro-level or large-scale processes are articulated at the micro-social realm of individual interactions (Katovich 2003; Maines 1982; Thomas 1984).Indeed, the notions of “networks” and “meta-power” together highlight the active,contested, and conditional ties through which “conditioned and constituted activityin the past and at a distance can have consequences and create conditions for futuresites” (Hall 1997:401).

Hall described five types of meta-power to analyze the social organization of socialaction (1997:408). These are neither static nor mutually exclusive nor collectivelyexhaustive but are empirically grounded and only suggestive of the ways in whichsocial action can be shaped at a distance. We thus use them as orienting devices tounderstand the social organization of social action within our setting. The first typeof meta-power explicitly focuses on “structuring situations, relationships and activi-ties” and includes the deliberate, active, and intentional efforts to create or modifydistant situations by, for example, forming committees, selecting members, and set-ting agendas for the future. The second type is “delegation,” which is necessary to“produce cooperative or compliant behavior, often by getting others to embracethe intentions of their superiors” (1997:413). Delegation requires that subordinatesexercise some discretion, which can be the source of subverting the purposes of thesuperior, such that “a central paradox of meta-power is that it is both extended by andthreatened by delegation” (1997:407). The purposive construction of organizational

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culture through “intention and language” is the third form of meta-power. “To as-sure valued intentions and actions, organizational respect, smooth interactions andcommitted selves, such discursive forms as ‘charters’ provide not only ‘a vocabularyof motives’ but also a means to motivate and mobilize collective endeavors” (1997:411). “Rules and conventions” are the fourth type of meta-power and bespeakthose culturally normative and often-codified practices that fix the terrain of every-day behavior. From “rule-making” in quasi-legislative bodies to traffic rules, sociallyaccepted conventions provide both a “cause and a rationale for behavior” (1997:409). The fifth type is “strategic agency,” which refers to how an actor or organiza-tion places itself within the vector of social interactions as a necessary relay. Here,the strategic agent serves to discipline social interactions by specifying the range andextent of discretion conferred to other agents. Figure 1 arrays the five types of meta-power governing interactions between management and worker-owners during theproposed SPO. We discuss the figure more fully in the analysis of our case study.

The processual underpinnings of social organization imply that the efforts to

FIGURE 1. Five Types of Meta-Power Forged in Steel

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structure social action are themselves heavily contested and only conditionally ef-fective. Hall (1997:415) noted that these “five processes, through which meta-powerconstructs and organizes situations,” are “problematic, given varying external con-texts, actor fallibility, organizational constraints, and the ability of actors to thinkfor themselves.” Accordingly, we examine the five processes of meta-power to as-certain how they problematically articulate the “rules of the game” for situatedactions within a worker-owned steel company.

METHODS AND DATA

This case study draws mainly on archival materials and formal interviews from atwo-year ethnographic study of an integrated steel manufacturer in the UnitedStates. To protect confidentiality agreements, we call the company Mid-West Steel(MWS). All proper names from our research have also been disguised. We selectedMid-West because it started operations as fully worker owned. Also, experts andother knowledgeable parties in the industry described its combination of workerownership (share ownership and profit sharing) and worker democracy (participa-tion in both strategic and tactical decisions) as exemplary, and some ranked it in thetop 1 percent of all ESOP companies.

Data from the mostly formal interviews extracted from the ethnographic studyand used here were collected from individuals in natural settings, across the ranks,from millworkers through management, union officials, and investment analystsand members of the local community. Interviews lasted from fifteen to ninety min-utes, and several participants, including certain communication specialists, partici-pation facilitators, mill supervisors, members of participation teams, accountantsand union officials, were interviewed both formally and informally on several occa-sions. In addition to providing data, the interviews at times directed us to relevantarchival material and helped us to gain an appreciation of the social context of suchmaterials (Van Maanen 1988).

Archival material from both public and private records included historical andlegal documents, financial reports and other SEC filings, a wealth of company andunion documentation, and press coverage of the events. We conducted latent con-tent analyses of archival material for which we served as the principal research in-strument in interpreting the evidence (Berg 1989; Strauss and Corbin 1998; VanMaanen 1988, 1995).

We sought to ensure the trustworthiness of our findings in several ways, amongthem segregation of data gathering and data analysis functions and interviewing thedata gatherer as a subject. We reached agreement as to the meaning(s) attributed toour findings by using at least two researchers to interpret the same archival mate-rial, and we shared our interpretations with the social actors to ensure that we had“bracketed” the archival material in a way that made sense to them. In addition,whenever possible, we examined multiple sources of archival material. Finally, inrelating our account of the situated interactions between management and worker-

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owners during the proposed SPO, we have drawn on relatively lengthy quotes fromarchives in order to avoid the potential flaw of quoting out of context and to sub-stantiate our interpretations (Berg 1989:107).

CONTEXTUAL BACKGROUND: ESOPs AND MID-WEST STEEL

ESOPs: An Overview

An ESOP is a tax-qualified, deferred compensation employee benefit plan gov-erned by the Employee Retirement Income Security Act that provides employeeswith an ownership stake in the company where they work (Kalish 1989; Rodrickand Rosen 1996). Despite the similarity to anonymous owners of corporate stock,the rights of employee owners, especially the right to sell stock, are circumscribed(Logue and Yates 2001). Accordingly, members of an ESOP differ from the inves-tors in capital markets in that whereas anonymous investors can simply “exit” incase of dissatisfaction with the corporation by selling their stock, ESOP sharehold-ers must rely on their “voice” to influence change (Hirschmann 1970). However,in many instances, the management of ESOP companies has not encouraged theworker-owners to participate fully in corporate decisions, thus muting their voices(Marshall 1987). In fact, as Logue and Yates (2001:18) observe, Congress “[neither]required that ESOP companies democratize their decision-making practices norprevented them from doing so.” Therefore, the coincidence of ESOPs with pro-grams of worker democracy and participation and empowerment is a contingentone actively constructed by social actors.

Although employee ownership has been around in the form of cooperativessince at least the nineteenth century and employee stock ownership since the 1920s,ESOPs became widely established only in the mid-1970s once tax benefits weregranted to participating companies. The majority of early ESOPs were formed inprivately held companies where the potential conflict of interest between anony-mous stockholders and owner-manager or owner-workers was minimal (Blasi 1988;Frisch 2001; Pender 2002). Nevertheless, laden by the symbolic freight of “corpo-rate democracy,” they received wide publicity (Blasi and Kruse 1991). Writers toutedthem variously as tools that gave employees ownership over the means of produc-tion, thereby aligning their interests to that of the corporation, and as an “investmentin human dignity” (Kalish 1989:xiii). ESOPs experienced explosive growth duringthe 1980s in the United States, and though this tailed off during the 1990s, by 2002there were some ten thousand corporations participating with a total of eight millionemployee-owners and $500 billion in assets (ESOP Association 2003).

Mid-West Steel: Background and History

In the mid-1990s, at the time of our study, Mid-West was producing more thantwo million tons of steel, generating sales of over $1 billion per year, and was ranked

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in the Fortune 500 and listed on the NYSE. The predominantly male workforcenumbered about 6,000, down from about 8,000 in the mid-1980s, when the workershad purchased the company in its entirety through the ESOP. Of the workers, morethan 5,000 belonged to a steel workers union (SWU). The mill’s workforce wascharacterized by a lengthy average service of twenty-five years and a close-knitfamily relationship bridging generations. In contrast, since formation of the ESOPat Mid-West, executive management had limited service. Moreover, breaking aneighty-year tradition, most were not, and made no attempt to become, part of themill town’s community. The private lives of workers and management were lived inseparate worlds, which resulted in a degree of mutual suspicion. Workers viewedexecutives at best as “stuck up” and at worst as “carpetbaggers”; executives viewedworkers as unsophisticated. The differences in background and outlook would berevealed in future interactions.

Mid-West was formed in the early twentieth century as Blake’s Tin Plate Com-pany (BTPC). During the 1920s, BTPC merged with another steel producer to secureiron ore and coal supplies and was renamed Integrated Steel Corporation (ISC). Itnevertheless remained a largely independent division within ISC and was still man-aged by its founder, Tom Blake, along autocratic and paternalistic lines until themid-1950s. Autocracy and paternalism extended beyond the walls of the mill intothe company’s town, where for almost half a century senior officials of the companyserved as mayors and city functionaries. BTPC’s owner and officers not only gavethe name to the town, but also to the public library and the community center. Thecemetery, schools, and hospital, no less than iron ore, tin plate, and molten steel,composed the material threads weaving together the biographies of many lives overseveral generations.

In 1982 ISC’s management decided to curtail investment in BTPC and advisedBTPC’s workforce of imminent downsizing and the loss of several thousand jobs.ISC explained that BTPC’s mill was failing to generate rates of return demanded byshareholders. This partial diversification out of steel by ISC and the related trans-formation of BTPC from a division to a subsidiary was prompted to encouragefinancial control over operations (Bain 1992; Hoerr 1988; Prechel 1991). This strat-egy was consistent with other U.S. steel producers that were experiencing decliningprofits as a result of excess world capacity and surging imports. However, the pro-posed downsizing threatened to trigger liabilities for ISC of about $400 million inpension and other payments that would become due to the thousands of sackedworkers. Instead of downsizing, selling the mill as a going concern to workers atBTPC via an ESOP offered a way out of this impasse, and ISC therefore activelysupported finding the loans needed by the workers to buy the division. The financ-ing was found after the workers accepted a 20 percent wage cut and a five-yearwage freeze. In 1984 the mill’s assets were transferred to the workers and BTPCwas renamed Mid-West Steel. The establishing of an ESOP enabled ISC to appear aresponsible employer. It simultaneously provided BTPC Division’s workers witha lifeline. As one SWU member recalled, “When we went ESOP, we were basically

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trying to secure jobs, for ourselves, our families.” As Hall (1997) has emphasized,organizational structures can be understood as forms of meta-power that providethe context or rules of the game for situated interactions. The ramifications of thesocial organization of the ESOP would condition the actions of management andworker-owners around the issue of the SPO.

SOCIAL ORGANIZATION AS META-POWER

We have framed the exposition of our case study around five forms of meta-powerand around plays of power between management and worker-owners in the situ-ated interaction enveloping the proposed SPO (see Fig. 1).

Meta-Power I: Structuring Situations—Possibilities and Constraints

The exchange of wages for shares by Mid-West’s workers involved more than po-tential material gain. It symbolized the new status of workers as owners, which un-leashed worker expectations of active involvement in corporate decision making.As property owners, workers insisted on and won the right to be a part of the cor-porate decision-making process. Accordingly, giving organizational form to the newstructure of legal ownership, management revamped the company’s board to in-clude three worker-directors. It also created a department to facilitate the establish-ment of worker-led participation teams throughout the workplace. Of even moresymbolic import was disbursement of the union strike fund. The transformation toowners rendered the very logic of a strike to agitate against unfair labor practicesmoot. The ESOP seemed to suggest that workers would have little if any reason tostrike against themselves. Involvement in corporate decision making and disburse-ment of the strike fund appeared to open possibilities for a flatter and more harmo-nious organization. Clearly, the ESOP had restructured the legal and organization-ally codified relations between workers and management to reflect the transformedstatus of workers.

During the six years ending in 1989, observers regarded Mid-West as one ofAmerica’s great ESOP success stories. The company had earned profits of over$500 million, of which worker-owners ploughed two-thirds back increasing owners’equity to almost $330 million, and had completed a successful Initial Public Offer-ing (IPO) of shares on the NYSE, motivated in part by the need to secure financingfor mill modernization. In addition, the relations between management and worker-owners were harmonious.

Yet the new organizational structure of Mid-West did not eliminate the hierar-chical arrangement of managers and workers. For example, SWU’s president, JamesCoates, stated, “Of course, we realized management was needed to operate andmanage the new company.” Implicit in this recognition of the need for managers isthe acceptance that large-scale industrial technologies demand a degree of hierar-chical social arrangements. In the case of Mid-West Steel, the demand for hierarchical

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control was compounded by the need to coordinate the mill’s disparate and multipleprocesses dispersed over a spatial configuration accreted over its long history. Thematerial constraint on the architecture of corporate social relations was relatively un-acknowledged but reinforced the hierarchical social relations between managementand worker-owners. It set the conditions of future action by limiting the extent towhich worker-owners could directly control the corporation. Accordingly, the intro-duction of the ESOP contradicted the existing form of social organization based onmanagerial hierarchy rooted in part in the configuration of material technologies. Theresulting contradictions embedded in these forms of social organization would deci-sively define the context in which managers and worker-owners interacted (Hall 1997).

Meta-Power II: Delegation—Who Delegates What, to Whom?

The lines of authority and delegation in Mid-West Steel were crisscrossed be-cause of the ESOP. For example, while the governing structure of the ESOP envis-aged management serving as the worker-owners’ agent, workers were subordinateto management in the employment relationship. Authority flowed from the workeras owner to the manager, while commands flowed from the manager to the owneras worker. A reciprocal or two-sided delegation was thereby put into effect. Sincemanagers were, in principle, the agents of the new worker-owners, the latter dele-gated decisional authority to the former. Indeed, this was formalized by a “right tomanage clause” carried into the ESOP from ISC’s union-management agreement.Yet management’s prerogative to manage implied, in principle, the Taylorist sepa-ration between decision making and execution. Accordingly, effective execution ofmanagerial decisions was delegated to labor. In this manner, ESOPs altered thepattern of “mutual interdependency between superiors and delegates” (Hall 1997:413) by complicating the roles of superior and subordinate. In the context of theproposed SPO, the conflicting lines of delegation and authority would strongly con-dition social action. Managers would act on the presumption that workers shoulddispose of what they proposed. In contrast, worker-owners would act on the beliefthat they had the authority to ratify management’s proposals.

Moreover, as Hall (1997) noted, all effective delegation requires a method tomonitor the discretionary leeway that inevitably accompanies it. Since the ESOPhad instituted reciprocal lines of delegation, it also encouraged reciprocal lines ofmonitoring. In attempting to limit the discretion of workers after the ESOP, manage-ment aimed to instill norms of self-management through participative techniquesdescribed below. Nevertheless, no less than managers, the worker-owners also exer-cised the prerogatives of their new status by attempting to monitor and limit thediscretion available to management. For example, in 1992 a group of worker-ownersfiled a $30 million lawsuit alleging that management had breached its fiduciaryduties while planning the mill’s $500 million modernization program. After duedeliberation, the circuit court opined that the plaintiffs had made a prima facieshowing of gross negligence by management to exercise due care. In challenging

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management decisions, worker-owners referred to the ESOP creating “ten thou-sand eyes that look closely at what management does.”

Meta-Power III: Culture, Mission, and Discourse

Worker-owners thought that the ESOP’s implicit charter legitimized their de-mands for increased participation. Management responded by reengineering thecompany’s culture from one characterized by autocratic and direct control to one inwhich workers contributed their knowledge and ideas and exercised self-controlreflecting their commitment to the organization as owners. The project involved es-tablishing programs, on the one hand, and fashioning discourse, on the other, to createa “collective sense of mission” (Hall 1997:412).

Transforming the corporate culture proceeded in two stages beginning in 1984with the appointment of worker-directors and the revamping of a defunct workerparticipation program. The new program, jointly led by a manager and a union-appointed official, deployed a cadre of ten full-time “facilitators” and trainers. Draw-ing on goodwill generated by the slogans “Working together works” and “

We

can doit,” management organized classes to train employees in “rational” decision makingand to sensitize supervisors to participative management. Thousands of workerswere trained and a network of worker-led teams formed. These initiatives and acredible commitment to open communication gave substance to management’sclaims of “corporate democracy” and of the idea “that employee involvement is avital part of our strategy for success.”

In 1990 management introduced an initiative titled “Agenda for Change” that di-rectly aimed at reengineering corporate culture away from coercive, bureaucratic,and direct control of worker behavior toward norms of worker self-management.Subsequent training, which drew on an article titled “From Control to Commitment”(Walton 1985), promoted the merits of such cultural attributes as acceptance of anobligation to provide a high level of performance and accountability for actions. Anetwork of TQM teams consisting of workers

and

management replaced the worker-led teams. The fabrication of a culture of commitment would crucially shape interac-tion during the SPO, though not necessarily in a manner anticipated by management.

In addition to establishing programs, management sought to fashion the new or-ganizational culture through an extensive publicity program aimed at reconstruct-ing the image of workers and the relationship between management and worker-owners. Management praised worker-owners and teams in the company’s internalnewsletters and public annual financial reports. Worker-owners were encouraged toenter national competitions to illustrate their prowess and, after receiving severalawards, to advise companies that wished to emulate their success. Articles publi-cized not only the activities of the worker-led teams and the harmonious workingrelationship between management and worker-owners but also the cultural fabricunderpinning the new relations. Management reported the undoing of the Tayloristseparation of conception and execution with the observation that worker-owners

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were more than just “hands and feet.” There were glowing accounts of the “ESOPphilosophy” and of workers as owners taking greater responsibility because they“[really] understand that their wealth is tied to that of the Corporation.”

The combination of programs and discourse proved credible, and many worker-owners concurred with management. For example, Ruth Jones, a facilitator, offereda particularly vivid account of cultural transformation in her testimony featured inthe company’s tenth financial report. Jones’s testimonial, accompanied by a full-page color photograph of a confident Ruth donned in work clothes, explained thatthe change in ownership and the support of management had moved worker-ledteams from investigating such trivial tasks as positioning a “new water cooler” toprojects involving “multi-million dollar improvements.” The testimony closed withthe conclusion: “This is our future. . . . [P]eople arrive at a common purpose, andthen they start building on each other’s ideas—terrific ideas, it’s a very powerfulforce.” The discourse and program of worker participation underpinned the con-struction of the worker as a responsible self-managing entity who actively and will-ingly participated in the production of profits. Ironically, however, these programsand this discourse would authorize and legitimate worker-owners’ demands thatthey be informed about and participate in the terms of the proposed SPO.

Meta-Power IV: Rules and Conventions

The principal justification for the SPO was the need to improve the company’sfinancial position and to ensure its long-term viability. Company debt had soaredfrom about $120 million in 1988 to $500 million in early 1993. Over the same period,owners’ equity fell from about $330 million to zero. As a result the company hadbecome leveraged to a degree regarded as financially imprudent.

Yet the company’s poor financial condition resulted in part from the rules of ac-counting. These rules, established far from where their effects materialize, act as re-lays that shape distant social situations and condition social interactions. In the caseof Mid-West, a new rule to account for the costs of certain previously unrecognizedpostretirement benefits provided management with the option of either taking asingle charge and wiping out owners’ equity or amortizing the cost over severalyears, leaving owners’ equity substantially intact in the short run. Management pre-sented the single charge to worker-owners as a

requirement

of accounting standardsand thus strategically used the choice provided by accounting rules to decimateequity accumulated by the worker-owners.

The consequences of the decision were far reaching. First, it strengthened manage-ment’s bargaining position with the SWU. A study by DeAngelo and DeAngelo (1991)described management in other steel companies using discretion in the timing of ex-penses offered by different accounting rules to facilitate bargaining. Second, it plungedowners’ equity far below the $100 million threshold needed to trigger worker profitsharing. Third, in stark contrast, because the CCEO was not constrained by the equitythreshold, choosing the option that eliminated future amortization expense actually

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increased the potential for his profit sharing. These facts combined to further sour theview of management by worker-owners and conditioned the future interactions in-volving the SPO. Finally and most fundamentally, the accounting decision underminedthe integrity of Mid-West’s financial position, making the issue of stock a vital neces-sity. Accounting rules and conventions thus did more than merely condition futuresocial interactions; they shaped the social situation itself, namely, the SPO (Hall 1997).

Meta-Power V: Invoking Strategic Agency

In the case of Mid-West, management attempted to insert “the market” into thevector of social interactions as an obligatory passage or reference point, whichwould enable it to transmit the disciplining forces of finance capital into the whollyworker-owned company. Managers, given their background and training, especiallyin business schools, take for granted managing according to the precepts of financecapital. They naturally championed the interests of anonymous finance capital evenwhen such capital was irrelevant to Mid-West as an ESOP. Consequently, althoughthe ESOP had made workers the sole owners of the company, it only weakened butdid not eliminate the articulations between anonymous capital, managers, and work-ers. These tensions were highlighted in a statement by union president Coates thatwhile the Mid-West’s board of directors considered “the social as well as the finan-cial effects of its decisions . . . [the company was] strictly driven by the market.”

Hence, even if the owners were no longer anonymous stockholders, “the mar-kets” and “bottom line profitability” served as a kind of invisible proxy of abstractfinance capital. Though workers were the legal owners and there was no publiclytraded stock until the IPO in 1989, the interest of anonymous shareholders was in-ternalized as the real and effective owner through invocations to “the market.” Thissuggests the extent to which the traditional chain of authority that runs from anony-mous capital via manager to worker was reconstructed in myth, even in a regime inwhich workers are themselves the capitalists. These two aspects of the meta-power tostructure situations—ESOPs and the invisible proxy of finance capital—introducedcontradictory logics: on the one hand, workers expected and were encouraged to par-ticipate in corporate decision making; on the other, managers tried to subject them tothe abstract and seemingly inexorable laws of the market. The tensions resulting fromthese contradictory expectations would condition social actions surrounding the issueof the proposed SPO and lead to bitter contestation over strategic agency (seeGeist and Hardesty 1992 for contradictions in the transformation of hospitals).

SITUATED INTERACTION: MID-WEST’S PROPOSED SPO

Contested Strategic Agency and Plays of Power

In this final part of our case study, we examine the situated interaction itself—theproposed SPO (see Fig. 1)—by focusing on the plays of power between management

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and worker-owners that stoked conflicts over the attempt by management to insti-tutionalize “the market” as a strategic agent (Hall 1972, 1997). Management’s for-mal proposal for an SPO was made in October 1993. However, this was precededby lengthy but low-key media campaign begun in June 1993, intended to informworker-owners of the excessive levels of debt so that they might make a “rationaldecision” to support the SPO. However, instead of offering information that wouldallow worker-owners to make an informed decision, management tried to forestalldebate and discussion by emphasizing the fleeting window of opportunity for theSPO in the financial market. By exercising tight control over media vehicles andinformation flows within the company, management thus dominated the inter-action in a classic strategy of power (Hall 1972). Information was presented in a se-ries of meetings in the guise of objective statistics and accounting; Wall Street law-yers, investment bankers, and money managers were brought in to buttress theclaims that an SPO was essential and that time was running out; and market infor-mation contrary to these claims were concealed (Hall 1972). Despite some skepti-cism, most owner-workers accepted the need for a quick decision, and the absenceof perceived alternatives left most of them resigned to approving the proposal andto accepting further sacrifices to secure their future. Thus the workforce antici-pated the publication of the formal proxy statement in October with an air ofdispirited inevitability.

However, when published, the proposal revealed an issue of 60 million shares,not 30 million as originally stated. The extra 30 million shares were to be used for

unspecified

employee benefit plans. Moreover, in devising this revised proposal,management had chosen to ignore concerns expressed by the worker-directors.Management’s decision to bypass the worker-directors and to present the proposalto worker-owners as a fait accompli caused indignation and anger among workers,heightened by suspicions about the purpose of the employee benefit plans. Manyworker-owners believed that the clause describing conditions under which, and towhom, the extra 30 million shares might be issued was deliberately written in ob-scure and impenetrable prose designed to confuse readers and to conceal its true in-tent. That management proved reluctant to address the many questions about theclause did nothing to allay worker-owner suspicions.

Faced with an increasingly suspicious and belligerent group of workers, manage-ment sought to enroll the “market” as a strategic agent and to invoke the founda-tional myth of “corporate democracy” engendered by its ESOP. The “market”would no longer be merely an invisible proxy supporting management claims. In-stead, it would be conjured up out of the shadows to be positioned as a defining pas-sage point to restrict the range of options available to worker-owners. For example,CCEO Kline asserted in a video circulated throughout the mill that the severe judg-ment of “the markets” hung like Damocles’ sword over the worker-owners: “If wedo not vote for and approve this proposal . . . the next downturn for the steel indus-try could be fatal for Mid-West Steel, its stockholders and the ESOP participantsand their families.” However, worker-owners did not accept the positioning of the

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market as a strategic agent and contested it as a ploy of management to short-circuit the full play of corporate democracy by threats. Newly elected union presi-dent Styles, for example, argued, “[Employees] are being made to fear potentialbankruptcy of their employee-owned company.”

Kline also called on worker-owners to “trust” management and warned of thepotentially dire consequences of failing to do so: “If we do not begin to trust eachother enough to make the most fundamental decisions to run our business, thisCompany will fail.” Worker-owners emphatically rejected this call. Worker-directorAl Miller stated that approving the proposal without clearly understanding the de-tails of the employee benefit plan requiring the extra 30 million shares was tanta-mount to giving the CCEO “a blank check.” Miller continued: “[Worker-owners]need to understand what they are being asked and they need to understand what itwill cost in terms of money and their influence.”

Kline next invoked the notion of corporate democracy and the whip of the mar-ket to convince worker-owners that they ought not to take the time to deliberatethe issue: “This vote is a fundamental test of our form of corporate democracy. If we[management] are not allowed to take the steps necessary to do the basic things allbusinesses do—such as raising capital—and to do so quickly and efficiently, thisCompany will fail.” Evidently, management’s “form of corporate democracy” waspredicated on the belief that workers should simply dispose with dispatch what-ever management proposed. Kline’s call on democracy provoked fury among theworker-owners, who believed they had the right to be involved in corporate deci-sion making, especially that directly affecting their interest as owners. In addition,drawing on memories from Mid-West’s turbulent history, many worker-ownerswere openly skeptical of management’s “[commitment] to an honest vote and se-cret ballot,” and fears were expressed that nonunionized lower management andclerical members of the worker-owner body could face retribution if they did not“[vote] the way they are told.”

Management was also accused of stifling democratic debate by monopolizing thecompany’s communication resources, a strategy noted by Hall (1972). The inabilityto access these resources led to a flurry of articles in the local press and press re-leases from the worker-directors and the Worker’s Shareholder Association (WSA).One of the worker-directors explained that while wishing to avoid a “gutter fight,”the decision to take the issue to the public press had been forced on the union be-cause it had “[been] stymied when it had requested a method from the company toget opposing views to the worker-owners.” The director went on to state, “I feel wehave been sandbagged by the company.” Management responded angrily, labelingthe worker-directors and WSA leaders “radicals.”

Nevertheless, in spite of management’s monopolization of the company’s com-munication resources, it failed in its attempt to position the market as a strategicagent by leveraging this on the notion of corporate democracy. The worker-ownersrefused to accept the threats of the market and voted the proposed SPO down,claiming the prerogatives of ownership and corporate democracy. As noted by Hall

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(1997), while meta-power conditions social action, it is itself processual and remainspotentially contested (see Smith 1990 for issues of control and resistance in a bank).

SUMMARY, ANALYSIS, AND IMPLICATIONS

We examined the social organization of situated interactions between managementand worker-owners concerning a proposed SPO. By drawing on the theoreticalwork of Hall (1997), we were able to disentangle some dimensions of meta-powerthat shape social situations and condition social action by specifying the rules of thegame. The five intertwined types of meta-power examined, depicted in Figure 1, arestructuring situations, delegation, fabricating culture, rules and conventions, and stra-tegic agency.

Facing demands to increase its return on assets, ISC’s management decided todownsize BTPC. However, this threatened to trigger liabilities for ISC in pensionpayments to workers who would be sacked. Sale of the mill to BTPC’s workers viaan ESOP that preserved jobs offered a way out of this impasse. Subsequently, withISC’s support and wage concessions from BTPC’s workers, financing was obtainedand the mill’s assets transferred to the workers. The new company, Mid-West, washence conceived as worker-owned. The change in legal ownership decisively struc-tured subsequent interactions in the company. The new organizational structureconditioned the demands of worker-owners when considering the SPO to partici-pate in corporate decision making, receive the information to make informed deci-sions, and be treated with the respect due owners. It gave legal teeth to their de-mands for the corporation to be run democratically. ESOPs are thus a form ofmeta-power that structures situations from a distance.

Despite being the owners of the corporation, however, worker-owners ceded de-cisional prerogatives to management. Indeed, they formally granted managementthe “right to manage.” The need for managers and the corresponding impossibilityof a worker-controlled corporation resulted from the large scale of technology insteel manufacturing. Yet accepting the need for management also meant acceptingthe logic of finance capital. Managers are usually the agents of anonymous stock-holders in financial markets. In interactions surrounding the SPO, managementroutinely conjured up the market as a kind of invisible but palpable proxy forfinance capital to discipline the deliberations and decisions of the worker-owners.Accordingly, the traditional hierarchical social relationship articulated amongcapital markets, managers, and workers was reaffirmed at Mid-West despite theESOP. Thus the abstract logic of finance capital was a second force shaping the socialsituation and conditioning the interactions between management and worker-owners.The situated interactions around the SPO were plagued by contradictory expecta-tions; the workers as owners were required to deal with management, who never-theless acted as if they represented anonymous capital.

The contradictory tension between the two modes of social organization crystal-lized in the conflicting lines of delegation that were implied by it (Hall 1997). On

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the one hand, managers were accountable to workers as owners. Accordingly, workersfelt that they had the authority to ratify management’s proposals. Indeed, the codifiedrelationship between management and worker-owners specified in the ESOP con-tract required that management obtain the approval of workers for a stock issuethat could dilute their ownership in the company. On the other hand, along hierar-chical lines, workers were responsible for effectively executing the strategic plansand policies of management. Programmed in its usual accountability to anonymouscapital and traditional authority over workers, management expected workers torubber stamp whatever proposals it made. Accordingly, these reciprocal lines ofdelegation set up the divisive frame within which the SPO proposal was contested.

The attempt by management to reengineer the company’s culture away from bu-reaucratic and hierarchal control toward a more participative style of social inter-action was one expression of the contradictory element introduced by the ESOP.The fabrication of a corporate culture based on commitment by workers instead ofcontrol over workers established a framework supporting notions of worker partic-ipation, worker empowerment, and corporate democracy. Enacted through suchparticipative schemes as QC and TQM and transmitted through in-house media,annual reports, and other communication devices, the message “Working TogetherWorks” was widely accepted. This would be the backdrop conditioning the chal-lenges and demands made by worker-owners for greater participation in the delib-erations concerning the SPO.

The SPO was justified on the grounds of paying down debt and replenishingowners’ equity. Accounting rules and conventions, established in distant sites, shapedthis social situation by providing management with a choice that reduced owners’equity to zero. Accordingly, accounting standards exemplify the mechanisms by whichsocial actions are shaped and networked across disparate times and places. Reflect-ing a marked degree of strategic thought and planning (DeAngelo and DeAngelo1991; Prus 1999), management selectively used accounting rules and conventions tostructure the realm of economic facts (Hall 1972).

In the conflicts over the proposed SPO, management attempted to use the marketas a strategic agent whose discipline was inescapable for management and worker-owners alike. In doing so, management tried to apply the disciplinary force of financecapital to a worker-owned company. Management employed investment bankersand lawyers representing financial interests to argue the case using accounting cate-gories, charts, graphs, and pie diagrams. When faced with charges of obfuscationand a lack of full disclosure concerning provisions of the SPO, management rampedup the volume and tenor of “dire consequences” of “tampering with inexorablemarket forces.” Ironically, they relied on the notion of corporate democracy to fore-stall the deliberations of worker-owners. Strategic agency accordingly functioned asa form of meta-power when it was employed as a necessary relay conditioningsocial interactions (Hall 1997). Yet meta-power did not function behind the backsof situated actors but rather was actively constructed and contested. Worker-ownersresisted accepting the positioning of the market as a strategic agent. Instead, they

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pursued the theme of corporate democracy to refute the claim of market forces.The logic of capital markets that typically animates stockholding owners was some-what weakened in the case of the ESOP worker-owned corporation. Therefore, thereliance on such logic to justify and legitimate managerial decisions was heavilycontested by worker-owners, who challenged the role of the market as an invisibleproxy for anonymous capital guiding corporate interactions. However, this remainsa central irony revealed by our analyses of corporate democracy and techniques ofworker-participation: even in a worker-owned company, worker-owners are obligedto respond to the interests of anonymous finance capital.

We found that both management and worker-owners made heavy use of the lan-guage of corporate democracy inherent in the logic of the ESOP. Alternating be-tween visions of harmonious “family-like” cooperation and denouncing “dissidentfactions,” senior executives tried to weave their way through the contradictory ex-pectations using the conflicting roles of owner

and

worker to serve its own ends.Worker-owners, in the meantime, while conceding to management the discretionfor strategic action, nevertheless tried to limit that discretion by demanding the fulland clear disclosure of information and having representation on the board of di-rectors. They charged management with violating the precepts of corporate democ-racy and attempts to relegate them to a secondary status in comparison to investorson Wall Street.

Thus, the mechanisms of meta-power that condition social action at a distance(Hall 1997) are clearly demonstrated in our study. Indeed, our analysis suggestshow links between distant sites and times are forged to create interorganizationalpatterns of action. The long history of labor strife, including hotly contested in-stances of collective bargaining, strikes, picket lines, and even armed conflict, in thesteel industry fueled the workers’ abiding mistrust of management. This long his-tory of the company, combined with the ESOP established in 1984, served to condi-tion the social situation throughout the 1990s. The ESOP did bring about workerownership of the company and union representation on the board. It colored thelanguage and perceptions of management by confining it to the ambit of “corporatedemocracy.” It fueled the implementation of such participative schemes as QCs andTQM. It defined the actions of union officials, who did not threaten strikes or slow-downs but rather the “voice and votes” of the worker-owners to resist and votedown the SPO. It structured the ability of worker-owners to bring a lawsuit againstmanagement, to question its presentation of economic facts, and to contest manage-ment’s construction of “markets” as an invisible proxy for finance capital.

It is apparent that both management and workers have

some

ability to manipu-late resources, especially information, to their advantage. More crucially, our analysisreveals the importance of meta-power—those diverse mechanisms that both inciteand explain the slow shift from the overt exercise of power by both managementand workers to methods that shape social situations and condition social actionsfrom a distance. The exercise of meta-power as the structuring or shaping of distalsocial situations seems of far more significance today than the overt exercise of

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power. Our study suggests, therefore, the possibility that some of the contradictoryresults in the literature on worker participation in general and ESOPs in particularmay be resolved by attending to the concept of meta-power. Finally, we concludeby recommending the material infrastructure as yet another conditioning deviceworthy of further research by interactionists. We are struck by the fact that worker-owners conceded the need for managers, and therefore for hierarchical socialarrangements, because of the scale and nature of technology in heavy manufactur-ing. Indeed, we posit that while undertheorized, the dimension of material tech-nologies is nevertheless a decisive force in shaping social interactions in industrialsettings.

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