Olin Blog post by Spencer Burke, Koch Center Eugene F. Williams Jr. Executive in Residence. See more of his reviews and articles on his page at the St. Louis Trust.
Samsung Rising is the remarkable story of how a family-owned vegetable and dried fish shop established in 1938 has grown to become one of the largest and most valuable technology companies in the world.
It is part of Samsung Group, a Korean chaebol (a family group of companies or “wealth clan”) and is best known for Samsung Electronics, which is a global leader in the smartphone market and semiconductor manufacturing. The group is controlled by five separate branches of the founder’s (B.C. Lee) family; the family is one of the wealthiest in the world with an estimated net worth of over $40 billion.
The group is made up today of over 60 independent companies, many of them publicly listed, which, in the aggregate, account for approximately 20% of the GDP of South Korea and employ over 310,000. The family control is achieved through an opaque web of cross-shareholdings and inter-marriages among the Lee family and other owners of the constituent companies.
The current (de facto) head of Samsung is its Vice Chairman Jay Y. Lee, the son of Lee Kun-hee (Lee II). Lee II became chairman of Samsung in 1987 when his father, B.C. Lee, died. He retains the title of chairman despite having been incapacitated and non-functioning since May 2014 when he had a heart attack and a stroke.
Samsung Rising is subtitled “The Inside Story of the South Korean Giant that Set Out to Beat Apple and Conquer Tech” and reads like a Hollywood movie script. The author, Geoffrey Cain, a journalist with The Economist and The Wall Street Journal, has spent much of his career reporting on Samsung. The book is a compilation, more or less in chronological order, of hundreds of interviews, many of them anonymous, with key Samsung employees, competitors and suppliers.
The ‘exploding phone’
This “unauthorized” biography is undoubtedly the tip of the iceberg when it comes to the intrigue, family in-fighting, corruption and government entanglements with and support of this important company. As you will learn from reading this book, Korea’s success as a nation is intimately tied to the success of Samsung and vice versa.
The starting point of the story is the recent spectacular failure of the Samsung Galaxy Note 7 smartphone (the “exploding phone”). The author then takes the reader back in time to explain how this modest family vegetable shop transitioned its business to become the global leader in inexpensive and second rate consumer products, such as microwave ovens and TV sets, then on to challenge Apple’s domination in the global smartphone market and Sony’s domination in consumer electronics and, from there, to become a leading supplier of advanced semiconductors to the tech industry.
To my surprise, Steve Jobs and Ellen DeGeneres each play a significant role in helping Samsung make these leaps, as do many U.S. based technology and marketing experts and advisors. Legions of patent lawyers also play their part in this story as Apple and Samsung have spent a fortune over the years battling in courts around the world over the ownership of the intellectual property that has made all their technology advances possible.
Samsung Rising is also a book about family business in Korea. The Lee family control of Samsung is in its third generation and faces many of the same challenges faced by many successful multi-generational family businesses.
There are disputes and jealousies among the different branches of the family over ownership and wealth, there are on-going leadership succession issues at the company and there is a massive estate tax liability lurking that may result in the Lee family’s loss of control of some or all of the Group. There is also the issue that the third-generation leader of the company, hand-picked by his father, may not be of the same caliber of his two predecessors.
This all sounds familiar, but there is a lot more to learn from the story because of the vast differences between the cultural and business environments in Korea and the US. Through the lens of the Samsung success story, it is fascinating to see how these differences are playing out in real time. So far, the Lee family and Samsung have benefited tremendously from them.
However, darker clouds are on the horizon. The most prominent differences include:
B.C. was a patriot and had immense pride in his home country. While working in Japan before WWII, he was a skilled observer of the Japanese economy and the companies that made Japan so successful. He dreamed of doing the same for his homeland and that is what he set out to do when he returned home in the late 1930s. B.C. Lee’s perspective on this is best illustrated by this quotation from a plaque in the miniature shrine that marks the company’s first place of business:
“I think people are most happy when they know what gives their life purpose. I am unshakeable in my faith that strengthening the nation through business is the path I must walk” (p. 32)
The motto on the Lee family crest also emphasized this: “First, serving the nation through business. Second, people and talent come first. Third, the pursuit of the reasonable.” (p. 41)
The shared identity of Samsung’s success with that of Korea has taken on an almost militaristic tone. The author notes:
“The odd similarities between the traditional culture of Samsung (and other South Korean companies) and the totalitarian dictatorship of North Korea are no coincidence. The Korea scholar B.R. Meyers has written about North and South Koreans’ belief in a shared, ancient bloodline that informs their politics and societies today. South Koreans, he argues have identified strongly with the Korean race that transcends a border with North Korea, a far stronger identification than with their democratic system of government.
“The result, he says, is that North Korea is the world’s most nationalistic country, while ‘the second most nationalistic country, in my view, is South Korea, which is completely open and completely wired, and still dominated by a very paranoid way of looking at the outside world’.” (p. 65)
The book makes many references to the “cult-like” environment and behavior at Samsung. Other successful companies have this as well, but this one is particularly focused on the company’s identity with the success of South Korea as a nation. This clearly has been a major contributor to Samsung’s success.
Chaebol business structure
B.C. was also a big fan of the success of leading Japanese companies, such as Sony, Toyota and Honda. These companies are called keiretsu and, unlike the traditional Japanese zaibatsu structure, are not always run by families but by “shareholding collectives, centered around a private bank, marking a break in Japanese tradition.” (p. 36) The keiretsu form of organizational structure arose in Japan because the U.S. military banned the formation of holding companies after WW II in an effort to reduce the economic power of the zaibatsu families. The author goes on to explain:
“South Korea followed with its own ban on holding companies. But its business leaders were determined to keep the zaibatsu practice of top-down family rule. So they embraced the cross-shareholding practices similar to Japan’s newer keiretsu companies, and found loopholes to pass those cross-shareholdings to their children, through charitable donations and mergers within their business empires.” (p. 36)
The Korean form of the keiretsu is the chaebol and here is what the author had to say about it:
“Pointing to the similarities between Samsung and other companies doesn’t dismiss the common culture and heritage between North and South Korea and, to some extent, Japan and China. The fact is that the South Korean chaebol have little in common with the more entrepreneurial and shareholder-driven firms in the United States.
“Even the biggest companies in the United States do not enjoy the privileges of companies in South Korea today. More than half of the family leaders of the ten biggest chaebol groups are convicted criminals. All have been pardoned by the president, often without serving prison time. Three of them, including Samsung chairman Lee II, have been pardoned twice.
From January 2015 to February 2016, the outside members of Samsung Electronics’ board of directors—who were supposed to be independent, as a check on corporate governance—unanimously approved every proposal put forward by the company, except the two times a director was absent.
“Imagine the heirs of the Carnegies and Rockefellers being so powerful and revered that The New York Times would self-censor its coverage out of deference. Imagine a White House pardoning the heirs of Sam Walton or Ray Kroc, as they ran the operations of Walmart or McDonald’s from their prison cells. Or seasoned journalists turning their eyes away when confronted with Donald Trump’s conflicts of interest between his presidential duties and his businesses.
“Because of the outsized privileges of Samsung and the Lee family, South Koreans tell me that Samsung has grown too big to fail”. (p.71-72)
Collective Harmony family culture
The dominant cultural style in East Asia is referred to as the Collective Harmony culture and the Lee family is a great example of it. Here are a few useful descriptions of its primary characteristics:
“[This culture is] premised on Confucian principles elevating loyalty and obligation to family, respect for parents and other authorities, knowing one’s place, and supporting the whole group rather than one’s individual position…..
“The concept of ‘face’ is central to Collective Harmony culture….The term has no exact counterpart in Western language. It contains elements of prestige, honor, respect, reputation and influence. However, it is much more socially-derived and -connected…
“In Collective Harmony, the web of social relationships is much more influential in maintaining individuals’ esteem. This is important because direct assertive communication may tear all too easily at the bonds between individuals and their social network if not handled carefully, especially in families.” Jaffe and Grubman, Cross Cultures (2016) (p. 37-38)
By contrast, US and other western countries typically are guided by an individualistic family culture. There, the purpose of larger organizations, such as family and businesses, is to support the independence and self-worth of each individual.
Cain emphasizes the important role of this family culture at various points in the story. He quotes a noted historian on Korea who said, “It’s a very basic Korean trait that trust rarely extends beyond one’s family, and that includes the Samsung family”. He goes on to say that Samsung’s and Korea’s common heritage evidences itself in five traditions:
“The extreme reverence for family dynasties; the belief that their strength is derived from an ethnic bloodline; the promulgation of military-like rituals, ceremonies, and slogans; nationalistic paranoia and distrust of outsiders; and the veneration of a supposedly wise, paternalistic emperor-like leader.” (p. 67)
This culture has served Samsung well through its first two generation of leadership. As it moves fully into the third generation and must compete with the largest and best run tech companies in the world, one must wonder if it will continue to do so. Command and control management and dynastic succession are not likely recipes for success in this competitive world.
Estate taxation/regulatory environment
It was fascinating to learn from this book about the rejection of the zaibutsu and holding company corporate structure in South Korea as a means to grow the economy after the devastation of the Korean War. Another key feature of the post war regulatory regime in Korea was the imposition of a 50% inheritance tax on the inter-generational transfer of wealth; in the case of an inheritance of a “controlling stake” in a company, the tax rate rises to 65%. As in the U.S., there is a correlative gift tax regime with the same tax rates for life-time asset transfers.
The chaebol corporate structure and this inheritance tax regime turn out to be a very toxic combination. Most of the ownership stakes in the chaebol are minority positions—it is the aggregation of these ownership stakes which give families the ability to “control” the entities but not necessarily the ability to monetize those stakes or use company assets to pay their taxes.
Family leaders need to transfer assets downstream very early in their careers when asset values are low to minimize the inheritance tax, but this endangers their ability to “indirectly” control the corporate entities in the group. If they wait too long and asset values have risen dramatically, as is the case with most of the chaebols, the tax obligations at death likely will force the sale of a substantial part of the ownership in the group and may lead to a loss of control. This is exactly the predicament that the Lee’s find themselves in today and it has caused no end of controversy.
The taxable estate of Lee II is estimated to be about $17 billion, meaning that a tax bill of roughly $8.5 billion in taxes will be due at his death, which could be at any time now. This is a problem shared by many of the large family-controlled companies in Korea. A recent Financial Times article estimates that the aggregate estate taxes owing by the largest 25 Korean companies now exceeds $21 billion. That liability grows daily.
Efforts by families to minimize the impact of this tax have ensnared many chaebol leaders and Jay Lee is prominent among them. In fact, Jay Lee is currently being dogged by prosecutors who have alleged that he engaged in a fraudulent merger transaction among two Samsung affiliates for the purpose of shoring up his ownership stake in Samsung Electronics so the Lee family would have a funding source to pay the inheritance tax. Approval of this merger also led the Lee’s to manipulate the accounting records of yet another company in the Samsung Group to inflate the stated value of the acquiring company in the proposed merger transaction.
Coincident with all this, Jay Lee made a $38 million dollar “contribution” to a close friend of the former Korean President so she could finance her family’s efforts to compete in the equestrian events at the up-coming Summer Olympic Games. Prosecutors have alleged that this payment was in fact a bribe for approval of the merger transaction. If convicted of any of these charges, Samsung’s Chairman in waiting will be waiting in prison for a long, long time.
Jay Lee may have gotten away with all this but for the watchful eye of Paul Elliott Singer, the founder of US-based hedge fund Elliott Management. Singer, described by some as “The World’s Most Feared Investor,” owned a minority stake in the company that the Lee family was attempting to swallow-up in the merger for a price far below its fair market value.
Singer sued to block the proposed merger but his claim was denied; a civil fraud suit is still pending. Despite obvious breaches of fiduciary duty and fraud, the transaction garnered close to 70% shareholder approval, including approval by the National Pension Fund of Korea that lost millions of dollars for pensioners on the transaction.
Behavior like this gets much greater scrutiny in the US and is a cautionary tale for those investing in the equity of non-US companies subject to different legal systems and cultural norms. The legal standards of fiduciary duty, anti-trust and corporate law are often very different there.
The story of the Lee family’s desperate efforts to address its looming estate tax liability is a highlight of the book. This story had gotten very little public attention outside of Korea considering the size and importance of the Samsung Group and the prominence of the Lee family. It also lays bare the difficult challenges faced by chaebol owners to remain in control of their companies in the future. Add to this a growing clamor in Korean politics over income inequality and the need to rein in the power (and wealth) of the chaebols. Clearly, the family owners have many challenges ahead.
Samsung Rising is well worth a read for those interested in the global technology market and Korea’s (aka Samsung’s) remarkable rise to prominence in recent years. It is especially interesting right at this time, since Samsung Electronics has become a key ally of the U.S. in its attempt to slow down the domination of Huawei in the 5G market.
For those interested in family business, this is a must read. It is an exciting growth story and highlights the prominent role of purpose, family culture and government regulation and support to Samsung’s success.