The death last week of Nobel-prize winning economist and retired University of Chicago Professor of Economics, Ronald Coase, at 102 years of age, reminds us all of the conflict between the real world and the economist’s theoretical world. His eight decades of work helped found the field now known as “law and economics” and continues to impact our understanding of today’s economy and the law. While an undergrad in college, I read Coase’s writings eons ago. His papers helped me understand the logic behind how business organizations work, and was a factor in my decision to become a transactional business attorney.
In law and pure economics, the fair market value of anything is the price that a willing buyer and a willing seller would agree upon, assuming each has equal knowledge of relevant facts, neither is under any compulsion and the transactions costs are nil. This economy would be comprised of self employed individuals continually contracting work with each other. However, in the real world, there is a price to pay for these constant negotiations or what Coase called “transaction costs”. In his 1937 paper, “The Nature of the Firm”, he posited the idea that people could more readily grow their business by organizing themselves into a firm and gain operational efficiencies by reducing these transaction costs. He further noted there may be a point of diminishing returns in this growth, some say foreshadowing the advent of outsourcing.
In 1960, his paper, “The Problem with Social Cost” dealt with the actions of business firms which have harmful effects on others. In a theoretical world, all affected parties would come together and arrive at a voluntary agreement and solution at nil cost as long as property rights were clearly defined and everyone was willing and able to bargain. In the real world, he advocated that cost benefit analyses should be done to determine the appropriate remedy and that each case should be evaluated individually. Where transactions costs are high, either no deal will occur or government regulation of protection of rights from externalities like factory pollution will be adopted to protect those who cannot protect their interests, or small claimants will sue under class action tort principles.
Today, we recognize that transaction costs are the norm in corporate, commercial, technology and service transactions. Business attorneys like me make a living as a transaction cost when clients buy and sell companies, intellectual property or other assets and when they enter into strategic relationships over an agreed time span, like financing, licensing, leasing, investing in depreciable business equipment and technologies. But I am just one mouth in an ecosystem of commission salesmen (“business developers”), consultants, intermediaries, brokers, investment bankers, accountants, appraisers, engineers, logistics providers, outsourced service providers and others whose transaction costs are embedded in the purchase price of an asset, a new venture or a strategic alliance of small companies fighting in a Big Company world.
For that, I am glad to express my appreciation for his insights. Thanks, Ron.
