[00:02:20] Clay Finck: Another comment you’ve mentioned to me is a Buffett’s practical bottom line test for finding the right CEO is looking at somebody and finding somebody you can trust and ask yourself if you would be happy with that person marrying your son or daughter.

[00:02:34] Lawrence Cunningham: It resonates. It may be hard to articulate all of the skills and behaviors and attributes and pluses and minuses that you’re willing to live with and stuff for any, any given role in life, including a CEO, but probably the most intuitive and compelling is. That one, the son in law or daughter in law test.

[00:02:52] Lawrence Cunningham: And so it’s really useful to people because they, we could make the list and you still might want to make the list if you’re trying to focus on rational capital allocation or stewardship or industry knowledge. So there may be some things to prioritize and you can put them on a list, but ultimately it’s that sense of human appeal.

[00:03:10] Clay Finck: Other than picking the right CEO and just letting him or her, you know, run the show. What are some other ways that you or other board members add value in serving on a board of directors?

[00:03:21] Lawrence Cunningham: Being a sounding board, a confidant, being a CEO can be a lonely job. You’re there facing every challenge that the company has and, and most of those, the hardest challenges have come up all through the ranks and, and you’re the last one and the only one remaining to weigh in or to decide.

[00:03:38] Lawrence Cunningham: You have a little bit of a team around you, but ultimately you’re going to make the call and that can be a lonely place to be if you have good directors who are available and then we’ll listen and, reflect a little and, you know, ask some discerning questions, provide a little sound, I like to call it a sounding board and just not directional in that sense of being a director, but being thoughtful and helpful, constructive.

[00:04:03] Lawrence Cunningham: So I think that’s the most valuable thing and that’s obviously a 24 7 possibility. And then in terms of the periodic engagements where we have a quarterly evaluation, we have a deck of information and financial reports and trying to navigate the challenges and seize the opportunities. Being thoughtful about that process, appreciating the line between the director role and the managerial role, and avoiding breaching that, stepping over, trying to tell the CEO how to do his or her job.

[00:04:31] Lawrence Cunningham: And I guess finally, Clay, is being that shareholder steward, that reminding anyone who needs reminding that we’re in this for the owners, for the shareholders, and that we’ve got to make that our North Star. And the CEOs I’ve worked with have not needed that coaching, but sometimes that’s an important job the director can play.

[00:04:52] Clay Finck: Yeah and it can sort of hold everyone accountable, having the right people in that sort of ecosystem. And during today’s discussion, I wanted to talk a lot about trust and culture is a topic you’ve thought quite a lot about. And I thought there’d be no better person to discuss those topics. So in your book, Margin of Trust, you outline the value of key managers that shareholders can trust.

[00:05:16] Clay Finck: It reminded me of a book I recently just covered on the show. It was called The Power Law, and the book outlined the best investors in the world of venture capital. And what I found so interesting about that book was that the best investments in the world of venture capital were with founders who would have been extremely difficult to trust.

[00:05:34] Clay Finck: So you think of these unpredictable entrepreneurial misfits that are looking to change the world, take an unconventional path. And these types of CEOs can be quite volatile, which goes quite to the contrary of the managers that someone like Buffett would be looking for. So Bruce Whitman, who was the CEO of Flight Safety, which is a Berkshire subsidiary, he stated, Buffett trusts me so much with Berkshire’s money that I am even more careful in handling Berkshire’s capital than I am in handling my own capital.

[00:06:05] Clay Finck: And then you can contrast that with someone like Mark Zuckerberg, who in the early days of Facebook, he showed up to a Sequoia Capital meeting in his pajamas and would give a presentation to them. Why is it that a culture based on trust can be so valuable to an organization?

[00:06:22] Lawrence Cunningham: Well, those are interesting observations.

[00:06:24] Lawrence Cunningham: And I think there’s a range of characters out there, personalities, and they may be run from the very trustworthy and reliable to the wildly unpredictable and, and volatile and investors will have different appetites to run with different individuals. And so this is not a prescription that says, you know, run away from the unpredictable, volatile pajama clad entrepreneurs.

[00:06:47] Lawrence Cunningham: But it is, to Bruce Whitman’s point, an observation or an inquiry into how a person who’s trustworthy or an institution that attracts that kind of person and builds on trust can gain competitive advantages against a different kind of culture, volatile one or however you want to describe it. The idea of trust and why it might be appealing, why it might work for people, why it worked for Bruce.

[00:07:13] Lawrence Cunningham: In working for Warren and what might work for Bruce’s people down below him, is that research indicates that people who are trusted tend to want to vindicate that trust. They tend to perform better. They aspire to validate the person’s confidence in them. So when people are given autonomy, they have responsibility or they accept responsibility.

[00:07:38] Lawrence Cunningham: Not everyone, there are miscreants, but broadly, people who are asked to be honorable. We’ll tend to be honorable. The evidence also shows that companies with a culture that attracts and retains that kind of person tend to be able to attract customers more effectively and to retain the loyalty of customers.

[00:08:00] Lawrence Cunningham: They tend to have better relationships with important resources like their suppliers. They tend to have, there’s evidence that shows that trust based corporations can obtain lower costs of funds, lower interest rates, looser covenants on their promises, that the people actually take seriously the intangible cultural commitment, delivering products, paying bills, paying loans back.

[00:08:26] Lawrence Cunningham: And when you take it all together. Such a collection of benefits can be a competitive advantage, can be a moat, as Buffett likes to call it, that a company that has a reputation as trust based can win, compared to rivals in a variety of markets. So, it’s not inexorable, but there is pretty, you know, there’s good academic research and some intuition that says that that kind of behavior is valued by people and a company constituted that way and capture that value.

[00:09:00] Clay Finck: Abraham Lincoln, he has this quote, the people when rightly and fully trusted will return the trust, which ties into a point you just made. And based on my experience, I’ve worked a few jobs in my career so far, and I just totally agree with you.

[00:09:13] Clay Finck: I mean, you know, if you’re looking, working with someone who’s untrustworthy. You’re almost waiting for them to do something in their best interest against your best interest. Whereas, if you’re working with someone trustworthy, you’re, it’s almost like you’re both looking to lift each other up and provide value to the other person.

[00:09:30] Clay Finck: It’s Nick Sleep has this wonderful saying where I don’t know if it was him or Qais Zakaria, but essentially one of them handed over a loaded revolver and said, feel free to shoot if you want to. And it’s like, just full trust between that sort of partnership.

[00:09:43] Lawrence Cunningham: I appreciate that link and quote in your own experience, and you can experiment with this and possibly in some of your own leadership roles or, or lateral roles.

[00:09:52] Lawrence Cunningham: But if you take a staffer and have the supervisor be a micromanager who second guesses everything and has a bunch of rules that need to be followed. And you switch that supervisor out for someone who says, please exercise your judgment within these parameters and then let me know how it turns out. I think you’re going to see that, that worker be less productive in the rules oriented supervision and more productive in the trust oriented one. I’ve seen it myself where people simply feel shackled in the first place and they’re not going to be creative. They’re not going to be innovative. They’re not going to try to solve problems or reach out to customers or suppliers or other constituents.

[00:10:33] Lawrence Cunningham: But the person who’s given some leeway there will. At least to that person’s capability, live up to it and, you know, help solve problems, help lead solutions. So, I think, we don’t overgeneralize or overstate the case, but certainly a strict rule bound environment versus a sensible trust based environment will likely produce different behaviors and different outcomes among the staff.

[00:10:55] Clay Finck: Yeah, I actually had a question on this exact topic. So, if we think about two ways that an organization can broadly operate, we can think about the first way you mentioned, where it’s almost rules oriented, where there’s policies and guardrails in place to ensure people are behaving in a way that the company wishes them to.

[00:11:13] Clay Finck: It’s almost that bureaucracy that inevitably creeps in when, as organizations get bigger and bigger. And then the second approach we can just simply call the trust based approach, which has fewer guardrails and it really encourages people to just achieve a stated objective in the best way that they see fit.

[00:11:28] Clay Finck: And I feel that each approach Is going to work based on just the organization and the people that are in it. As I mentioned, I’ve worked a few jobs since college, and I can certainly say that I prefer the second one. But I can clearly see that many people just like to have the rules laid out for them.

[00:11:44] Clay Finck: What they can and can’t do. What’s expected of them. And, you know, I’m not saying one way is necessarily better than the other. Since we’re all wired differently, I was curious if you could maybe dive in more on the pros and cons of each approach and how they might apply to different organizations.

[00:11:59] Lawrence Cunningham: Yeah, absolutely right, and there are certainly pros and cons to each philosophy, and indeed, as a practical matter, a culture or a staff situation is going to be on some continuum.

[00:12:12] Lawrence Cunningham: I, I doubt that there are any organizations where no one has any degree of freedom at all, so there’s no strictly rules bound world. Some new situations will come up and someone will have to wing it or make an audible call. And likewise, on the other hand, I, I doubt there’s any organization that has no rules or no frames or no oversight mechanisms at all.

[00:12:36] Lawrence Cunningham: And even Berkshire Hathaway has some rules and parameters. So there’s a continuum between the, the rules based and the trust based. And what I’m trying to explain in the book is that there’s a habit in our civilization to lean organizations towards the rule end of the spectrum and away from the trust end.

[00:12:54] Lawrence Cunningham: And I’m trying to illuminate how there’s a lot of value to moving over to that, that trust end. So, on the pros and cons, you know, of a rule based system, a pro is that we have some pretty bright line set of expectations and boundaries. People have a sense of security, of knowledge, of this is what I can and cannot do.

[00:13:15] Lawrence Cunningham: And so, if the transaction is above 2, 000, I need to get approval. Or at the end of the day, I need to get someone else to sign off on this. And so it’s very clear. And that’s very helpful in certain settings. Bank tellers, for example, maybe one, a very strict system of counting the money and double checking it and then adding it and locating it.

[00:13:35] Lawrence Cunningham: And so, you know where you’re staying. I mean, the downside of a strict rules based organization is it’s very difficult to anticipate every situation. It’s very hard to anticipate shocks, surprises, changes, where a person will really need to make judgments. Someone who is accustomed solely to looking things up in a rule book and following a strict script is going to be less capable of adapting on the fly.

[00:13:58] Lawrence Cunningham: And the other sort of con there is that, in a bigger sense, it tends to lead people to make decisions by reference to that rule book. To decide, can I do this or can I not do this? Let me look in the rule book and sometimes often that’ll work, but there’s going to be some occasions where what’s in the rule book doesn’t really fit the situation.

[00:14:20] Lawrence Cunningham: And so you’re end up doing things are lawful, but maybe wrong and flip it around on the trust based side. Pro is precisely that you promote people’s discretion and responsibility and ability to adapt and respond and to grow and to improve their judgment. And to develop a sense of what is right and what is wrong, what is within my scope of autonomy, and what should I check with my supervisor or some other, or party do?

[00:14:47] Lawrence Cunningham: So you develop that capacity. The downside is, of course, that some people put in that position will exploit it, will fiendishly use it for their own advantage. And that could be by taking higher commissions than they should, or channeling opportunities to friends when that’s not the right thing to do.

[00:15:04] Lawrence Cunningham: But, overall, in a trust based culture, There will be some miscreants, but you’ve got to constantly try to reinforce a set of norms and expectations that will weed those people out and develop an internal sense of what’s right and wrong, a moral compass, a norms, a set of norms where people recognize that I don’t think that it’s right to give that opportunity to your sister.

[00:15:27] Lawrence Cunningham: That’s not how we do things here. That’s putting your own interests above the firm’s and that’s not okay. So, those are sort of the broad trade offs. And as I said, most organizations are going to have some continuum. And so, you know, some optimal might be that here are some basic principles. Rules we live by, and then within that, please exercise your judgment and wisdom accordingly.

[00:15:48] Lawrence Cunningham: That’s really what Berkshire does, although they’re more toward the trust end of the spectrum than most organizations. Most organizations, especially large corporations, have developed lots of rules. Protocols, controls, systems that try to control behavior. Some of that might be good, again, and it might, you’re right to say, look, for some organizations, that’s the only way to go.

[00:16:10] Lawrence Cunningham: Maybe banks, maybe nuclear power plants. But for others, most businesses probably, a little discretion will go a long way.

[00:16:19] Clay Finck: When I think about the key themes of a trust based organization, what’s enabled some of the most successful companies in the world to continue to just do exceptionally well, I think about autonomy, decentralization, and entrepreneurial culture from top to bottom, and a lack of bureaucracy.

[00:16:39] Clay Finck: And it’s interesting how in my previous comment, I said, some companies are going to need more of a rules based formula and some are going to follow this trust based approach. And Mark Leonard and Buffett use these attributes that I mentioned where they want to minimize bureaucracy. Leonard’s written about this in his letters where he wants to give each individual business unit full autonomy so they can make the best decisions for their business organization. Yeah, I was curious. Maybe if you could speak to bureaucracy and of course, we can understand why that continues to creep up as an organization grows, but maybe you can just speak more to you know, it seems that it’s obvious that it can hinder a company’s ability to continue to perform well and do what we’d like it to do as quality shareholders, but it’s just hard to do. It’s hard to commit to.

[00:17:27] Lawrence Cunningham: Yeah, I think those are the key traits of a trust based organization or, you know, especially a business corporation, autonomy, decentralization, entrepreneurship, and sort of anti bureaucracy or anti red tape. And I think you’re right that with both Buffett and Leonard, their theory is to get the most out of the organization in terms of what products we’re developing and selling, how we’re selling them, how we’re pricing them, how we’re servicing them, how we’re collecting the payments.

[00:17:55] Lawrence Cunningham: And then how we’re allocated at the best way to optimize that system is to have decisions made by the people who are closest to the relevant decision. And so that will generally mean pushing down decision making power to the sales manager, to the product team, to the inventor, to the designer of the process, to the collector of receivables, to the accountant who tries to aggregate all the information, put the decision making at those nodes, and you’ll get the best results.

[00:18:26] Lawrence Cunningham: You’ll get the most efficient product, the swiftest recovery, and the most useful financial statements. And so that’s autonomy. So let the marketing team, let the accounting team make calls in their areas. How do you do that? Well, you do that by pushing business units down or keeping them down so that people can develop the expert knowledge about a particular product, customer, supplier, and so on.

[00:18:51] Lawrence Cunningham: And so both of those companies, the units are separate, they’re decentralized from the senior management. So the calls are made, the decisions are made by the managers of that unit, rather than the managers of the companies that own that unit. So it’s delegation, autonomy, decentralization. And you’ll find, again, just to repeat on that trust based point, people who receive that sort of autonomy, the managers of these business units and of those particular elements of it, step up.

[00:19:21] Lawrence Cunningham: They appreciate the trust that’s been reposed they act more honorably, as Bruce Whitman talked about. And concerning the operators of those businesses, the inventors, the creators, the innovators, their entrepreneurial juices will flow more richly because they know that they’ve got the capacity, they’ve got the bandwidth, they can do this if they want to.

[00:19:41] Lawrence Cunningham: They won’t be second guessed by headquarters, they won’t be punished, they won’t be ostracized. And so you, at Berkshire and at Constellation Software, the idea is to have the business units call the shots. Constellation in particular, it has acquired more than 1, 000 individual business units across the world in lots of different verticals, lots of different markets.

[00:20:01] Lawrence Cunningham: And it tends as much as possible to let those business units call the shots. And at Berkshire, it’s famous for buying companies and trying not to tell them anything. You know, I think the guardrails at Constellation are worth noting, though, it’s not as if, just going back to that, sort of that spectrum of pure rules to pure trust, no one’s at either extreme.

[00:20:19] Lawrence Cunningham: At Constellation, it’s an extraordinary degree of trust, but there’s a framework of expectations. And because all of these businesses are in the same industry, they’re all software firms, they’re in different verticals, but they tend to share and face similar economics. And so we can articulate a set of benchmarks or expectations, ratios, that every one of these businesses ought to be able to meet.

[00:20:46] Lawrence Cunningham: And so those who are out of line may get a phone call. They may get a little attention to say, well, maybe some of the independent judgment you’re exercising is not appropriate. Can we help? So, and you may soon get some of that at Berkshire as Warren leaves the scene and Greg Abel takes over. He’s a little more willing to say, Hey, your score is low.

[00:21:05] Lawrence Cunningham: But you’re absolutely right. And then that fourth point on bureaucracy and red tape is because it would be the effect of this system of decentralization, autonomy, non entrepreneurship is to reduce red tape, or maybe just not create it in the first place. And the opposite of that would be a board of directors in Omaha or Toronto, articulating a bunch of rules about What products you can pursue, or when you can make new ones, or how quickly the customers must pay, or what trainings you have to give your workforce, or what your workforce has to look like.

[00:21:36] Lawrence Cunningham: You get a lot of rules coming down from the top, then they have to be enforced. So that means the people who are on the front lines have to follow these rules, fill out a form, send them back up, sometimes get approval, and that’s red tape, right? That’s bureaucracy. And it’s a symptom and a feature of the rules based organization.

[00:21:54] Lawrence Cunningham: And so, on that spectrum, what Warren Buffett and Mark Leonard have appreciated is that you’re going to have a much more effective team if those closest to the decision get to make them. That’s the method. That’s the philosophy. You know, avoid lots of red tape that entangles other firms.

[00:22:11] Clay Finck: In your book, you also highlighted Berkshire’s acquisition of National Indemnity and Nebraska Furniture Mart, which we can really refer to as handshake deals where each party just fully trusted each other, no lawyers had to be hired, no audits were performed to get the deal done, and these two acquisitions were hugely successful.

[00:22:32] Clay Finck: However, not all of us are blessed with the level of intelligence that Buffett has in identifying trustworthy people and potentially catching any red flags that could have been seen. And, you know, it can be a little bit dangerous almost to trust someone and come to find out that they weren’t who we thought they were.

[00:22:49] Clay Finck: So to what extent do you feel that we mortals can fall back on fully trusting people that we deem to be trustworthy?

[00:22:57] Lawrence Cunningham: Yeah, it’s an excellent concern and one point I’d stress about Warren is I would say it’s not so much that his superpower is discerning the trustworthy from the selfish person. Although I think he is probably better than average and certainly skilled at that.

[00:23:17] Lawrence Cunningham: But I think what makes him different, I think, or in a small class of people, is his willingness or his very high bar to win his trust. So he is skeptical of human nature by birth, by constitution. He thinks most people earn it for themselves and most people can’t be trusted. That’s his sort of starting point.

[00:23:37] Lawrence Cunningham: So when he meets someone, in a way, he’ll assume. You can’t be trusted, and then he’ll talk to them and so on, and if there’s any doubt, he will almost always just say, pleasure to meet you, good luck, and not go into business with them. So I think that’s his greatest ability that distinguishes him from most of the rest of us, is just absolutely be willing to say no and walk away, unless that person absolutely passes that son in law test.

[00:24:01] Lawrence Cunningham: And I think a lot of us are much more, much more willing to say, well, the economics of the deal are so good, or the business that this fellow represents is so attractive, or I think I’m going to be good enough at monitoring this person so that I’ll go along with even though I’m not so sure that he’s reliable in that way.

[00:24:18] Lawrence Cunningham: Warren just won’t do that. Or, you know, go back to your example in the beginning of that volatile entrepreneur who’s totally unpredictable and all that. You know, a lot of people might say, well, he is a little crazy or a little unreliable, untrustworthy, but nevertheless, he does seem like a genius and he’s got a track record.

[00:24:36] Lawrence Cunningham: So I’m going to take a shot on him. That’s something Warren just wouldn’t do. I mean, he may agree with you exactly on the economics, the track record, and even the prediction, but say, I can’t sign that. I can’t shake that hand. I think that’s his greatest skill. So in terms of, you know, what we mortals can do would be, I think, enhance our own skepticism and say, well, the bar is high.

[00:24:58] Lawrence Cunningham: Would I let you marry my daughter? And then the second thing I’d say is that there are other techniques, you know, Warren is famous for sizing people up, you know, in a meeting, in an office. And I guess he is good at that. And if some of us are not good at that, you can take other more elaborate techniques to probe for trustworthiness.

[00:25:19] Lawrence Cunningham: And a good example is Danaher Corporation, industrial conglomerate, now heavy in life sciences, founded by the Rails Brothers 50 or so years ago, and it has a, you know, a version of this that it’s acquisitive and that it tries to hold businesses as separate units and delegate responsibility to the leaders of those businesses.

[00:25:38] Lawrence Cunningham: But it’s got this thing called the Danaher system that, like Constellation, provides some expectations and best practices across the units. But on this topic, it also has a screening process where, before hiring a manager, the person has to go through a battery of tests and simulations. The tests are tests of industrial psychologists, right, who test your ability or your propensity towards certain behaviors in the workplace.

[00:26:05] Lawrence Cunningham: And so they conduct a formal evaluation that proves a number of factors, but including trust. This person, can we trust this guy? So Warren’s looking in the guy’s eye, Danaher’s putting him through a test. I think those people also have to kind of work in the company for some period of time as a kind of probational matter.

[00:26:23] Lawrence Cunningham: Forget the details, but it’s a more rigorous assessment. So that’s one approach. Warren’s approach is, you know, just sitting there having a hamburger. The rails were, you know, much more scientific, if you like, and rigorous. And probably most companies will find, or most of us, most people hiring someone will, will find some position along that continuum.

[00:26:42] Lawrence Cunningham: But I’ll just repeat Warren’s point. It’s just, I’m bragging that Warren is able to say no and saying, you know, if you got to pass the Sun and Law test, or I won’t go into business with you. And the rest of us might say, yeah, but Warren gets thousands of opportunities a year. Everyone’s calling him up. We don’t get that many.

[00:26:59] Lawrence Cunningham: So he can afford to just pick one or only pick that spotless, trustworthy person. The rest of us may have to accept or tolerate some doubt around that. And it’s a fair point, but at least, you know, you should be aware of what you’re doing.

[00:27:14] Clay Finck: I wanted to jump back to trust based organizations by reading an excerpt you shared from Mark Leonard’s 2011 letter that I thought was just wonderful.

[00:27:24] Clay Finck: So I’ll read the direct quote here and give you a chance to comment if you like. Again, It’s a bit long, so it should give you plenty to work with here. So, a long term orientation requires a high degree of mutual trust between the company and all its constituents. We trust our managers and employees, and hence try to encumber them with as little bureaucracy as possible.

[00:27:44] Clay Finck: We encourage our managers to launch initiatives which in our industry often require five to ten years to generate payback. We nearly always promote from within because mutual trust and loyalty takes years to build. And conversely, newly hired smart and or manipulative mercenaries can take years to identify and root out.

[00:28:03] Clay Finck: We incent managers and employees with shares escrowed for three to five years so that they are economically aligned with shareholders. And in return, we need and want loyal employees. If they aren’t planning to be around for five years, then they aren’t going to care much about the outcome of multi year initiatives.

[00:28:20] Clay Finck: And they certainly aren’t going to forego short term bonuses for long term profits.

[00:28:25] Lawrence Cunningham: Yeah, excellent quote, and I think it underscores some of the points we’ve been discussing about autonomy and entrepreneurship and Anti red tape and I think it beautifully illustrates all those themes and that it adds an important dimension to about time horizon. He’s reflecting another advantage another pro of the trust based culture is that it tends to facilitate longer term thinking.

[00:28:50] Lawrence Cunningham: You can form a longer term horizon when you’re given some autonomy about the horizon. Let me take this project forward and I will deliver the results. And so you don’t have to deliver in three months or six months or nine months according to some schedule, some set of rules in effect. In a rules based system, you don’t have to worry as much about time horizon.

[00:29:14] Lawrence Cunningham: You can just make short term judgments, short term objectives, because it doesn’t really help one way or the other on the time horizon. With a trust based culture, it really facilitates. Long term thinking, long term planning, long term strategy. So, and to flip that around, like there is this great quip that Warren has that emphasizes that some CEOs will repeatedly tell people that the performance is temporary and that in the long run, it’ll get better.

[00:29:41] Lawrence Cunningham: But if he keeps saying that quarter after quarter and year after year, there’s problems, the short term, sometimes. comes today. And I think what Mark is talking about there is that if you give people the latitude and the runway, they will tend to want to be loyal, to work on that, to stick around, to deliver over that period of time.

[00:30:02] Lawrence Cunningham: So I think that’s what that passage, in addition to the other points, I think that reflects that trust based cultures may enable longer term thinking in a way that rules bound cultures simply do not direct.

[00:30:16] Clay Finck: Yeah, that totally makes sense. And the time horizon piece certainly can’t be overlooked. You recently joined our mastermind community for a Q&A and one of our members, who is a former portfolio CEO at Constellation, he brought up a really interesting point that during his time at Constellation, nobody ever talked about culture, but there was still such a clear and definitive culture.

[00:30:40] Clay Finck: There’s a core set of values that people there have, and to the best of my knowledge, it’s not something that’s posted on the wall, or something that each employee is reciting every morning. Is culture a self reinforcing cycle that sort of starts with the founder and the key managers, then they just attract these certain types of people, and it’s just self reinforcing in that way?

[00:31:02] Clay Finck: How do you think a culture like that permeates throughout the organization?

[00:31:06] Lawrence Cunningham: Yeah, I think you’re right, and it reminds me that, that observation, I enjoyed meeting with your group, and I remember that observation making me think about, you know, the fish never talks about water, and the human, we don’t really talk about oxygen, it’s here, it’s essential, and when we don’t have it, it’s going to be a problem, and in a culture, you may not talk about it, think about it, you just breathe it, you live it, and then, until one day, you get some rupture in it, some miscreant misbehaves and then it’s strikingly obvious.

[00:31:35] Lawrence Cunningham: But to your question, yes, I think that organizational culture tends to be produced from the top. It starts with the tone at the top, the leader, the founder, and her or his own personality starts to fill in the office, the research lab, the facility, and that person will attract people who share that sensibility, thrifty or, or for spendthrift, conservative or aggressive, capital allocator versus short term profits.

[00:32:09] Lawrence Cunningham: So that leader will start to signal what we value here and other people who join and stay will tend to appreciate those expectations, those values and norms will form around that. And as you grow and grow, more and more people who fill in will follow that. And so it does become self propagating, self replicating.

[00:32:33] Lawrence Cunningham: In a place like Constellation, Mark Leonard certainly put his personality, his stamp or fingerprints on the firm from the beginning. He attracted a group of first three and then six or ten people who are still at the company, still leading the company, who had overlapping sensibilities on core topics.

[00:32:54] Lawrence Cunningham: They’re very different in lots of ways. Politics, religion, philosophy, it’s maybe even some strategic decisions, but they share a sense of autonomy, rationality, delegation, capital allocation, stewardship, measurement, data driven decision making, a bunch of things that permeated that culture. And so your colleague wouldn’t have been able to say, hey, it’s written down that we got to be rational.

[00:33:17] Lawrence Cunningham: We got to delegate. We believe in autonomy. We believe in decentralization. We believe in capital allocation and stewardship. It’s, it’s not written down, but it’s quite clear that those are the norms. Those are the expectations. And if a person enters this business who clearly lacks that, well, they’ll either decide this place isn’t for me.

[00:33:34] Lawrence Cunningham: I want short term and I want rules based and I want to make all the decisions for all my groups. Well, that person probably leave on their own. Or just get nudged out. And so you’re right about that. You’re right that in general, at Constellation, the managers have not written down a set of credo or set of commandments or expectations.

[00:33:52] Lawrence Cunningham: But, but even on that topic, leaders are free to, and so you actually, if you go around those thousands of business units at Constellation, you’ll see that in some of the shops, the leader has said, here are the 10 things we believe in, or here are the 10 rules you have to follow, and they’ll be very precise about.

[00:34:09] Lawrence Cunningham: And it might be some of these exact themes, autonomy, delegation, entrepreneurship, no red tape, but they thought in the exercise of their autonomy, it’s valuable to spell out what our cultural credo is. And I know one of the managers that one of the operating groups has done that as well. So it’s neat at a place like that, that you’re right, that the culture is formed to a large degree, spontaneously through leadership actions and personalities, but sometimes.

[00:34:37] Lawrence Cunningham: A person will think, or a leader will think, I think writing these down will be useful for, for our organization. So, I think that’s an example of the autonomy at, at Constellation, where there are leaders who might choose to interpret or articulate culture in different ways, and that’s allowed. That’s part of the culture.

[00:34:55] Clay Finck: You can almost put yourself in the mind of an entrepreneur and it’s like, you know, as they’re growing their business, they start hiring people. Of course, they’re going to be worried about, you know, if this person leaves, then we’ll be in all this mess. So they put these systems in place and like, here’s what this person does.

[00:35:09] Clay Finck: You said put all these rules in place. So it’s kind of easy to see why you would want all these rules and these systems. Of course, you need some rules and systems, but if you do it too much, then it can just push out the type of people that you would want to attract in the first place.

[00:35:24] Lawrence Cunningham: That’s a great point about sort of titles and roles that an organization with an organizational chart that has specific job functions and descriptions of them and personally they need to fill that role.

[00:35:35] Lawrence Cunningham: It may be possible to go out and get an individual who exactly fits that. It’s as likely that the best person you can find has a skill set that is larger than that box or smaller. The best thing for the company is actually to call it something else and let her have a different role or bandwidth. And rules based cultures have a hard time doing that.

[00:35:55] Lawrence Cunningham: So she’ll know, this is the C’s 32 6 role, so she can’t come. She doesn’t have a master’s degree. And the trust base, they say, but wait a second, you really think she’s the best one? And that, you know, she could tap dance a little in this area, and then, and really deliver in this one, well then, we should probably roll with that.

[00:36:12] Lawrence Cunningham: So, that’s a good example in that organizational chart, you know, and then Berkshire, famously, doesn’t have one in the book, I made one up. If they had one, here’s what it would look like. It’s a very highly decentralized structure. At Constellation, we don’t, we don’t have a organizational chart either, wouldn’t make any sense.

[00:36:29] Lawrence Cunningham: They may have one again at business units, so you’re operating a 40 person vertical market software business for the automotive industry in Brazil, you might have a chart that says, I’m the business unit manager, and you’re the assistant manager, and you’re the controller, and you’re the product specialist, and you’re the customer service person, so they may well have that, and that’s fine.

[00:36:45] Lawrence Cunningham: No one in Toronto is going to second guess that. They can do that. That leadership decides that is the most effective. Method of organizing that unit. That’s fine. And to your point very early on different organizations will have different optimals and it’s better to let those unit managers decide where on that spectrum of rules to trust you on operate rather than have Toronto telling them.

[00:37:09] Clay Finck: So of course there’s still some drawbacks with the trust based culture, one of which is that senior managers can abuse the trust they’ve been given. And at this point, I’d like to talk about David Sokol and his role at Berkshire. I was curious if you could just share a background on who David Sokol is and what led to his departure from Berkshire Hathaway.

[00:37:30] Lawrence Cunningham: Yeah, sure. It goes back in time a little to about 2011. When David Sokol was widely recognized as Warren Buffett’s number two and likely successor, David had a spectacular career building up an energy business that was called Cal Energy and then Mid American Energy. Really successful entrepreneur with dazzling skills and can capital allocation and operations and Berkshire acquired that company.

[00:38:04] Lawrence Cunningham: David came along with it and was very impressive to Warren and they got along great and so David assumed more and more significant roles. Not only within the energy business at Berkshire, but troubleshooting for some of the sister subsidiaries and had just done such a great job. It looked like if anything happened to Warren, David would be the perfect person to take his place.

[00:38:26] Lawrence Cunningham: You know, and at some point around 2010, Warren asked David to scout for acquisitions in a certain sector, things, the industrial lubricants sector, and see if he could deploy a large amount of capital, like 10 billion or something like that for Berkshire was partly, I guess. A bit of a leadership test, a capital allocation test, you know, let’s prove David is really good at this important part of the job.

[00:38:49] Lawrence Cunningham: And so David went out next thing, you know, he comes back with an opportunity for Berkshire to acquire Lubrizol, which is a leading industrial lubricants manufacturer up in Ohio. And explain the company to Warren, who understood it and asked some business questions and gave David the green light, thought this does look like a good investments. So David went and closed the transaction and brought it home and it was publicly disclosed and that morning when it was publicly disclosed, Warren received a call from an old friend, John Freund, who is a banker at Citi, calling Warren to congratulate Berkshire on the Lubrizol acquisition and to say how delighted John was to have had an opportunity to help Berkshire.

[00:39:34] Lawrence Cunningham: And Warren was puzzled by that comment, because he didn’t know anything about any bank helping Berkshire. His Berkshire policy, in this sort of sense of trusting ourselves and not trusting others, his Berkshire policy is not to hire bankers or brokers to find acquisitions. He had told David to go out and find it.

[00:39:50] Lawrence Cunningham: So, Warren thanked John, with his eyebrows crooked, and had a colleague call David to say, Did Citi help? And David said, Oh yeah, did I mention that to you? Yeah, I had Citi help and Warren was puzzled. He said, Well, what else didn’t you tell me? And David scratched his head for a minute and said, Did I tell you I bought stock in Luberlo before I pitched the acquisition to you?

[00:40:09] Lawrence Cunningham: That really took Warren by surprise because Lubrizol is a publicly traded company and Berkshire has a policy against its people buying stock in a company they might acquire. There are also federal securities laws that limit insiders rights to do that under a called front running. And so Warren said, look, these are very significant non disclosures you made to me, and I had a confidential conversation with David that said, you know, you’re David had wanted to leave Berkshire a couple times, I guess it was taking too long for Warren to leave the scene, but Warren always kept him in, kept him there, but in light of this, Warren was really leaning to let him go, and so they agreed that that’s what should happen, and so Warren wrote a press release saying that David will be leaving, and that he’s made these wonderful contributions to Berkshire Hathaway.

[00:40:55] Lawrence Cunningham: And there was this recent transaction where he bought stock in a company. We then announced to acquire and that wasn’t right. And the public went berserk. There was instant and intense criticism of Warren’s handling of David’s infraction. Warren has always emphasized the value of this trust based culture.

[00:41:17] Lawrence Cunningham: He has a famous statement that he made years earlier when he was rescuing a bank that had some corrupt people inside of it. He made a speech to that bank that said,

[00:41:29] Clay Finck: I have the direct quote here.

[00:41:30] Lawrence Cunningham: Would you want to read it?

[00:41:32] Clay Finck: Sure. Lose money for the firm, and I will be understanding. Lose a shred of reputation for the firm, and I will be ruthless.

[00:41:38] Lawrence Cunningham: There you go. And he had repeated this over and over and again for 15 or more years. So the press and shareholders said, Warren, I think David just lost a shred of reputation for the firm by front running, or at least allegedly. And you were not ruthless. I just patted him on the back and parting ways. I mean, they pushed really hard and this was just a few weeks before the annual meeting.

[00:42:00] Lawrence Cunningham: So the spotlight was intense. The pressure was intense. Warren decided, all right, I will step out of this, I’ll turn this matter over to the Board of Directors of Berkshire and to its Audit Committee, which then took the file, took the matter, and conducted what the Audit Committee should do. It conducted an investigation, interrogating David about what happened, and the timing, talking to John Freund, talking to the broker, finding out what happened, and they wrote a report about it, and found and concluded that this activity, this, whatever it was, The buying of the stock ahead of the, reporting it, at least violated Berkshire Hathaway’s policy, and under that policy, David should be terminated for cause, which under his employment contract meant that he forfeited any benefits at all, salary, severance, retirement, and anything else.

[00:42:47] Lawrence Cunningham: And, more to the point, the committee basically ruined or severely tarnished David’s reputation. They threw him under the bus. And so, the annual meeting came and the first 10 minutes or more Warren spent reflecting on this. And he, to this day, I think he’s confounded because David at the time was making 25 million a year.

[00:43:07] Lawrence Cunningham: Had hundreds of million dollars net worth and the gain on this little transaction was just fractions of that. So Warren just couldn’t fathom it. Couldn’t explain it. Couldn’t understand it. But the takeaway to me, Clay, you know, in terms of the book, the Margin of Trust, and I described this story in the last chapter of the book, there are a couple of things about it.

[00:43:27] Lawrence Cunningham: One is that in a trust based culture. You run the risk of someone disappointing that trust, sometimes in a dramatic way, as happened here. And the second important part of a trust based culture, which we haven’t touched on, is enforcement. When a miscreant appears, when someone disappoints that trust, it’s important to let them know and let the teams know.

[00:43:49] Lawrence Cunningham: And if it’s dramatic, Breach like this one arguably was that penalty that enforcement has to be public swift and dramatic It was odd that Warren was simply gonna slap David on the wrist with a kind press release because it’s certainly not Consistent with what he said you just quoted that wasn’t ruthlessness So that was odd, you know, but he trusted David, he loved David, so it was very disappointing for him.

[00:44:15] Lawrence Cunningham: But, what I like about what happened is that the Audit Committee, the Board of Directors took charge of this. That speaks to how Berkshire’s trust based culture is really not about one person, it’s the firm, it’s the organization. And so even while Warren couldn’t be ruthless, the Board was. And they throw him under the bus, and as I suggested, there was a possibility that David’s action, it certainly violated Berkshire policy, there was a possibility it violated federal law, but the authorities, once they looked into the matter, the people at the Securities and Exchange Commission and the Justice Department, I think was involved, they looked into the matter and they decided not to proceed with the case.

[00:44:54] Lawrence Cunningham: It doesn’t mean they didn’t violate it, but certainly they decided not to pursue it. So I thought that’s a real tribute, I guess, to the board of directors, to the audit committee, or a testimony to the sense that the trust at Berkshire really is institutional. It’s corporate. It’s not. It may have come down from Buffett, but it really pervades the governance, the infrastructure.

[00:45:15] Lawrence Cunningham: So that story has lots of lessons in it, but that’s why I wrap up the book with that story.

[00:45:20] Clay Finck: So, it was Solomon Brothers that Warren Buffett, he testified in court on behalf of Solomon Brothers back in 1991, and there’s a two and a half minute clip on YouTube that I’ll be sure to get linked in the show notes, I’d encourage the listeners to go and tune into, and Buffett played that clip at the annual meeting and went on to denounce Sokol’s conduct as inexcusable and inexplicable.

[00:45:42] Clay Finck: It’s so tough because You know, in any organization, there’s the opportunity for the individual to take advantage of the other person or take advantage of the organization. Well, in Sokol’s case, of course, you’re just going to get caught when you’re purchasing 10 million worth of stock right before an acquisition goes through.

[00:46:00] Clay Finck: Like that’s something you can’t just like push under the rug, but there’s so much more just like these little things that people could do. So it’s like so important to be able to work with trustworthy people.

[00:46:12] Lawrence Cunningham: Yeah, absolutely. And you know, it was, it’s funny too, because I also discussed another thing I talk in the book about David’s employment contract, and I compare it with some others that at Berkshire Hathaway, the others, for example, with the CEO of Scott Fetzer, one of his first acquisitions.

[00:46:27] Lawrence Cunningham: It’s a very simple agreement. It talks a lot about best efforts and good faith and It’s a long term agreement, so the CEO is supposed to just go out and use good faith and best efforts. David’s, that came with him when Berkshire bought his energy company, he already had this contract. It was a much more dense, technical, legal contract, more than 10 pages long, with very extensive definitions, including a definition for cause.

[00:46:54] Lawrence Cunningham: That’s the word the board used to say he doesn’t get any benefits. The definition of cause was 400 words long, it had a bunch of caveats on it, and requirements that the company notify him, and he get a chance to remedy, and all this stuff. And so, he had a case, and his lawyer even argued that, hey, David was allowed to do this under his employment contract, or that somehow he had notified someone, even if it wasn’t Warren, and so they made an argument that they had not disappointed anybody’s trust.

[00:47:24] Lawrence Cunningham: I think David actually believes that, and even to this day, and so he thinks he really did get thrown under the bus, and I don’t have a view on that, but in a trust based culture, Warren said about in that clip, you know, where he’s talking to Solomon team, and he’s testifying. What he’s saying is a shred of reputation.

[00:47:43] Lawrence Cunningham: So not technical legally for cause or technically legal violation, but a reputational thing that hurts the firm.

[00:47:52] Clay Finck: I wanted to talk a little bit about quality investing here to round out the show, you wrote a book titled quality investing. That’s one of my favorite books. So my first question here is as of late Berkshire Hathaway has been raising a substantial amount of cash by selling down stakes in Apple and bank of America.

[00:48:11] Clay Finck: I’m curious to get your thoughts on this 300 plus billion dollar cash position and how quality shareholders might view their stake in the company. Do you think they’re going to be able to put this level of cash to work? Are they simply going to do buybacks and dividends? And does that change how quality shareholders are viewing a company like Berkshire Hathaway?

[00:48:32] Lawrence Cunningham: Yeah, it’s a great question. Everyone’s asking that question and people may have different views. My own view is that, sure, the buybacks may be a way to deploy that capital, and they’ve been doing some buybacks over the past 5 or 7 years, when the price is attractive. Not going to use all that, that way, but that would be a possibility.

[00:48:52] Lawrence Cunningham: Dividends are a possibility, although Berkshire for 50 plus years hasn’t declared one. But it has a rule on that that says, or principle, I guess, that we will retain every dollar as so long as we can deploy it to increase the market value of the stock by a dollar. And so far they’ve been able to do that.

[00:49:06] Lawrence Cunningham: If they find they’re unable to do that, they will make a dividend. That’s Berkshire’s longstanding policy. So that is a possibility. They don’t like to do that because most Berkshire shareholders are taxable. And the receipt of those dividends would be taxable to them, even if they didn’t want it, with a buyback, people can decide they don’t want to take it, they don’t have any tax consequence, so the company can deploy the capital without hurting its shareholders.

[00:49:29] Lawrence Cunningham: So dividends and buybacks. Look, the other thing that Berkshire is famous for is seizing opportunities when markets are in turmoil and where there’s capital problems in the system and who knows what will happen tomorrow or next week or next year in the insurance industry. I don’t know. No one knows.

[00:49:47] Lawrence Cunningham: Right? But insurance is all about having Underwriting risks, receiving some funds in order to pay out when risks are realized, and plenty of insurance companies go bust by writing a book of policies without accumulating sufficient capital to pay losses when they’re due, and when problems like that arise, those companies go out of business, and companies like Berkshire can add to their business, buy those distressed companies and enter those markets, and it’s not just poor underwriting, it’s sometimes Catastrophe strikes in scale and scope way beyond any predictive model.

[00:50:23] Lawrence Cunningham: So, you have wide scale destruction from wildfires, earthquakes, floods, hurricanes, terrorism, or what have you. You might need a Fort Knox like Berkshire. There may be I’m not predicting this, I certainly don’t want it, but there may be opportunities to deploy a hundred billion or a hundred and fifty billion in a setting like that, and Berkshire would be ready to do it.

[00:50:45] Lawrence Cunningham: That’s not why he’s doing it, that’s not the plan, right? They’re simply looking at the set of opportunities and not finding anything. But if calamity strikes, Berkshire will seize on it. I mean, the other kind of calamity would just be a financial market out, like we had in the real estate and financial crisis of 2008, 2009.

[00:51:02] Lawrence Cunningham: Capital markets simply froze. No one could find a dollar. Berkshire had maybe a hundred billion. It was tens and tens of billions where it went around buy and share big blocks in Goldman Sachs, Bank of America, Harley Davidson, Tiffany. The company has always been opportunistic in that way, and they save for the rainy day, so.

[00:51:21] Lawrence Cunningham: I don’t know how to think about 300 billion in a company that’s now, you know, market cap closing in on a trillion. So, it is a massive amount. Yeah, the other thing to appreciate is that, you know, there will be a changing of the scene for changing the guard here in the next, probably, certainly within the decade.

[00:51:39] Lawrence Cunningham: You know, Greg Abel is being groomed and trained and ready to take over the reins. Already, I think, taking a lot of the leadership roles. Certainly in overseeing the managers, he’s worn as number two now. And so undoubtedly he is scouring the world for opportunities to deploy that capital. So, from my own view, other quality shareholders or quality investors may have a different view, but that fact hasn’t changed my view of Berkshire.

[00:52:04] Lawrence Cunningham: I should say I’m also a shareholder in Berkshire and have been for a long time.

[00:52:08] Clay Finck: I’ve talked about I guess myself and some of the other hosts at TIP have talked a good amount about quality investing, and I’ve been a bit surprised by how deeply it’s resonated with a lot of our listeners, but we live in a world where the market puts a sizable premium on quality on the one hand, I think the market tends to undervalue the highest quality companies, but at some point it just gets taken too far.

[00:52:33] Clay Finck: I’m curious just to get your thoughts on how individual investors can, you know, approach this dynamic where the constellation softwares of the world just continue to get bit up because the market recognizes how good of a business they are, but also, you know, being prudent and adhering to the value investing principles laid out by Buffett and his crew.

[00:52:55] Lawrence Cunningham: I go back to all the stories that I heard from most of my life. I started when I was 20 about Berkshire where, you know, in 1980, it was actually my professor, Elliot Weiss, who introduced me to Berkshire in 1980. He worked with Warren on an SEC plain English discloser project. So he got to know him and he was very impressed.

[00:53:17] Lawrence Cunningham: So he went and looked up into Berkshire Hathaway stock and said, Oh my God, it’s trading at 300 a share. I’m not going to buy that. That’s way too expensive. A couple of years later, it was trading at 1, 000, 2, 000, now it’s 3, 000. Almost a million. Then Elliot’s like, you know, he kicked himself. Then people have done that at every ladder.

[00:53:32] Lawrence Cunningham: At two thousand, oh, that’s too expensive. At a hundred and eighty thousand, that’s too expensive. Two hundred and seventy thousand, whatever it is, they always do that. Again, people regretting and kicking that they didn’t buy it. I’ll bet the same thing is true of Constellation. I have bought the shares of both.

[00:53:47] Lawrence Cunningham: Companies stock at times when, you know, in the same day, but within periods, months or so that where people are saying, boy, that seems highly priced. That seems overvalued. I didn’t think so, and I bought it, and I haven’t regretted that. This is not investment advice, but I think paying up for quality is a real thing, and you may have to.

[00:54:05] Lawrence Cunningham: These are very high quality companies. And the premium may be very high. I mean, on constellation, I mean, there is math that indicates that a portion of the stock price is impounding expected, continued, sustained returns on deployed capital in perpetuity for a very long time. Essentially through the system that the company has developed of finding excellent software businesses or troubled businesses and then bringing them in and making them better and giving them this home.

[00:54:36] Lawrence Cunningham: Again, I’m not sharing trade secrets or giving investment advice, but if you look at the world of vertical market software, Constellation owns 1, 200 companies. That sounds like a lot, but there are many more, and more being created all the time. So yeah, it could end, but the market certainly doesn’t think it will.

[00:54:53] Lawrence Cunningham: That’s what it’s saying. And with Berkshire, I guess it’s a similar story. It’s not as focused or as sustained, right? They haven’t made a big acquisition in years. But, there does seem to be an implicit premium in there for the culture, for the quality. And, I’m not in a position today to make a decision, you know, would I buy those shares, but I certainly wouldn’t roll it out.

[00:55:15] Lawrence Cunningham: I’d have to have a harder look.

[00:55:17] Clay Finck: Yeah, I think that is one of the things that some people miss with Constellation is despite them getting bigger and bigger, their total addressable market is expanding quite fast and thousands of VMS businesses are being created each year and inevitably many of those are going to be sold.

[00:55:32] Clay Finck: Really appreciate you joining me here today. Thoroughly enjoyed this chat and I think the audience is going to enjoy it as well. So please give the audience a hand off to any resources or anything you’d like to share here to close it out.

[00:55:45] Lawrence Cunningham: Thanks very much, Clay. Thanks for everyone for listening. I enjoyed being here.

[00:55:48] Lawrence Cunningham: I hope this was useful for you. And please get in touch with me in two ways. One is on LinkedIn, Lawrence Cunningham. I think they’ve got a pretty good search, you type that in LinkedIn, you’ll probably get my page there. I post there fairly regularly and you can ping me if that’s of interest. I’m at the University of Delaware, Weinberg Center for Corporate Governance. And so we’ve got an active website with interesting things. So that’s weinberg@udell.edu.

[00:56:15] Clay Finck: Wonderful. I’ll have both of those linked in the show notes. Lawrence, thanks again. I hope I can do it again someday.

[00:56:20] Lawrence Cunningham: Thank you so much, Clay. I appreciate it.

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