Copy Left, Consent Style

Long traditions of consensual decision making implemented within the framework of the traditional command and control corporate structure have gotten a bad rap for gumming up the works. The Consent Management model is quite something different. It dismantles the command and control structure as we know it, while recognizing the practical value of hierarchy in the organization. However, it lets the business process itself dictate the overall structure, by creating a constant learning organization, which self-organizes around the most efficient way of performing the company's business process.

Once it is understood, it is a natural for the knowledge enterprise of the future. The elimination of majority voting solves logjams particularly at the top, where powerplays with blocks of stock, i.e. money, can foul up the business process completely with false motivations, and goals that are external to the company and potentially disruptive. It is well known by now that most mergers and acquisitions are disasters, probably because very often they are driven by the opportunity to make money on the transaction, rather than improving the business in any meaningful way, thus they are often one more way to generate fees for bankers, and profits for speculators in the short run, and sacrifice productivity in the long run.

Within the Consent model such M&A activity would not work, for if the motivations are false, and destructive to the purpose of the business, they would be seen through immediately, and never threaten the business. If they were entertained for sound reasons, they would work quicker and easier, and with preservation of the consent management practice.

Given that you can control a consent company by holding an undiluted 51% of shares in a not for profit, foundation, or trust, with a commitment to a) guarantee the integrity of consent management, and b) a restrictive covenant that does not allow the shares to ever be sold except by consent on the board. This is an effective defense against all takeover defenses that are based on merely money motives, but it is a facilitator of takeovers that are constructive to the business objectives.

The catch is that it will work like Copy Left does in open source software development, if you want to adopt software under an open source license in your development, and modify it, you must make the product available under the same licensing provisions. A consent company would therefore, if it becomes acquired, stipulate consent management principles to be adopted company wide as a basis for agreeing to the merger. Et voilà so the practice grows, and a practical guarantee is instituted for the continuity of the business in all its practices, yet with new chances for learning and refocusing. If it was the target company that was run by consent, it stands to reason that the management model had something to do with its greater efficiency and productivity, as has been demonstrated over and over again. On that basis the acquiring company could only benefit from implementing the same lean and mean management model.


Copyright (c) 2009, Rogier F. van Vlissingen