Luis de Miranda: "Goodwill: The Fate of a Thick Concept"

Luis de Miranda, Uppsala University: "Goodwill: The Fate of a Thick Concept"

Abstract
Goodwill names one of the oldest ideas in moral thought. It is also a line on a balance sheet: when one company buys another, the price typically exceeds the value of the net assets that can be separately identified, and the residual is recorded as goodwill, untranslated in Swedish and many other languages. Humana, a Swedish care company built largely through acquisition, carried SEK 4.47 billion of booked goodwill at the last year-end, more than the entire equity valuation of the current bid for the company. That figure stands for what its accountants cannot separately identify: the trust of families, the continuity of staff, the fact that a night nurse knows which resident wakes at three. The two senses are not merely homonymous. In the classic judicial formulation, Lord Eldon held in Cruttwell v Lye (1810) that "the goodwill which has been the subject of sale is nothing more than the probability that the old customers will resort to the old place." Even at its most deflationary, then, the commercial term still referred to a disposition of persons. What entered the ledger was a thick concept in Williams's sense, in which description and evaluation are intertwined; what accounting now administers is a magnitude without quality. The paper accordingly carries a burden of proof, and discharges it historically rather than semantically: the claim is that the documented record shows a thick concept being thinned, rather than a word appropriated by accounting for an unrelated object. What happens to practical reason in the passage from ethical goodwill to economic goodwill? And can the lost evaluative dimension be recovered without abandoning the demands of measurement?