All in favor of go-along corporate cultures at GM, B of A? Just nod

Published June 9, 2014

Somewhere in their quests to get big, and then to get even bigger, some of our best-recognized corporate citizens took a wrong turn.

They're still looking for their way back.

Some wags call giant corporations Too Big To Fail. Others brand them as Too Big To Manage. Those that have lost their way may best be known as Too Big To Function.

I'm talking here about General Motors and Bank of America. The two fading megabrands are now mired in almost a "Groundhog Day" of repeated corporate fumbles, poor ethical behavior and just plain bad execution.

Sound familiar?

Other U.S. companies are part of this dubious achievement club. JPMorgan Chase is one. But today let's focus on GM, now led by CEO Mary Barra, 52, and B of A, run by CEO Brian Moynihan, 54.

Fresh off huge recalls of its vehicles, GM faces public heat from its yearslong failures to own up to using a faulty ignition switch in cars that resulted in people's deaths.

And B of A, already fined billions by the feds, looks to be facing a $12 billion-plus penalty for packaging so many shoddily issued home mortgages into securities. When the housing market tanked, those investments lost much of their value, fueling the financial crisis of 2008.

GM and B of A have received massive federal aid. GM declared bankruptcy in 2009 before a taxpayer bailout.

"The same culture that led to the bankruptcy led to these (ignition switch) safety issues," Charles Elson, head of the Weinberg Center for Corporate Governance at the University of Delaware, told the Wall Street Journal.

Elson. a former Stetson University Law School teacher in St. Petersburg, even questioned whether GM's corporate culture is worth saving.

And B of A? Like other big banking firms, it benefited from two federal bailouts during the financial crisis that totaled $45 billion. As if to affirm its ineptitude, the bank recently reported an accounting error that will produce an unanticipated $4 billion hit to its regulatory capital.

Both company cultures grew to reward shortcuts and discourage workers keen to keep their jobs from questioning bad decisions.

If one symbol helps capture the bureaucracy of companies too big and too bewildered in the economic headlights, it may be the "GM Nod." That phrase appears in the recent 325-page report detailing a three-month investigation of why GM took more than a decade to recall 2.59 million vehicles with potentially fatal flaws. The GM Nod happens when everyone in a company meeting agrees to take a proposed action without any intention of doing so.

This gesture is not to be confused with the "GM Salute" — also cited in the report — described as "a crossing of the arms and pointing outward toward others, indicating the responsibility belongs to someone else, not me."

Does this new breed of Yes Men lurk in the culture of too many U.S. companies?

Just nod.

Robert Trigaux can be reached at