Ethics- Re-read The Great Gatsby by F. Scott Fitzgerald from an ethics perspective (not from a literature one)
- Really different perspective thinking about ethics and also doing re-reading it 10 years after my first read
- Truth vs. dishonesty
- Nobility vs. status
- Old money vs. nouveau riche
- Cultural transplants, boredom
- Moral values in '20s
- importance of novels and short stories as conveyors of ethical lessons and questions (and thermometers of social values)
- There is one moral truth, but all people have a different view of it and only see a portion of it.
Behavioral finance- Average SAT score of college attended by fund manager positively related to performance
- Manager age negatively related to performance
- # of items a stock has been in the news related to weight in mutual fund portfolios
- Media coverage affects stock picking
- Mutual funds not sophisticated
- Media just grabs their attention and they go for it (not very careful)
- No relationship between brand visibility and future returns
- Individual's stock market participation influenced by social interaction and level of sociability
- Higher wealth, higher education level, race (non-Hispanic) have higher investing participation rate
Doing deals- Major changes and risks in newspaper and broadcasting business in last 10 years
- Secular change (growth of internet impacting traditional media businesses)
- Regulatory risks
- Tender offers in public companies
- Tax liability issues
- Public letters to management
Ethics- Duties of fiduciary
- Loyalty (no self-dealing)
- Care (reasonable study, judgment)
- Candor/disclosure (have to tell what you know, can't hold back for yourself)
- Foreign Corrupt Practices Act
- Bribes vs. grease payments
- Must be authorized and booked properly
- Professional codes of ethics: CYA codes (not about morality)
- Business experience, societal norms, values
- Trust, integrity, fairness, caring/compassion
- Normative ethics (I'm ok, you're ok, based on society at time)
- Kantien ethics (rigid, rules-based for what required for being considered human race; never can lie)
- Utilitarianism (greatest good for greatest number; leaves some people out)
- Social justice
- Religion
- Insurance value of average American dying in airplane (based on average age, earnings power): $1.2 million
- Insurance value of average Portuguese fisherman dying in airplane (based on average age, earnings power): $60K
- Is one worth more than other?
- 4 ways of reading Dante
- Surface level: plot
- Allegorical: myths and heroes
- Moral: custom and law
- Deep: spiritual, ethical
Behavioral finance- Trading biases or How not to lose money in financial markets
- People tend to sell their winners too quickly and hold on to losers too long.
- Experts overconfident too; attribute success to effort not luck
- People take too much credit for their own success.
- Don't confuse brains with a bull market.
- Overconfidence leads to excessive trading.
- Trading is hazardous to your wealth.
- High portfolio turnover => low return
- Transaction fees kill.
- Women have less turnover in portfolios and do better than men.
- Marital status doesn't matter.
- Marriage helps make men better traders, but hurts women.
- Psychology: men need marriage, but not very good for women
- Single man has nothing to do (an idle man is the devil's workshop)
- Study of online trading
- People performed well before going online
- Accelerate trading after going online
- Trade more speculatively after going online
- Perform poorly after going online
- Self-attribution bias: take too much credit for successes, little blame for failures
- Illusion of knowledge (knowing vs. knowing the relevant, useful issues)
- Illusion of control (people prefer to roll their own dice)
- Individuals prefer stocks w/ high skewness and volatility (institutions prefer opposite)
- People with more speeding tickets and greater overconfidence in personality profile trade more.
Doing deals- Oaktree: Real estate and CMBS deals
- Focus more on risk than reward in this type of asset management
- Don't lose others' money
- When market up, want average results
- When market down, want to beat others by not going down as much
- Responsibility to others, relationship
- Some properties can fetch ego buyers.
- Don't always destroy competitors; help them and be "go to" option that others turn to in time of need.
Ethics- Different leadership styles
- Coercive: force POV
- Authoritative: leader defines vision, team does details
- Affiliative: develops bonds with individuals for harmony
- Democratic: leader develops consensus in teams
- Pacesetting: leader sets the example by working hard
- Coaching: personality development of employees
Doing Deals- Warren Buffett never negotiates or lowers price he pays
- He wants CEO who cares about business and sticking around after purchased (not looking for payday)
- He never reads analyst reports
- Reps & warranties much lighter in public M&A than private; don't survive after closing
- Value prop of Berkshire to CEO: permanent home
- Warren almost never pays in equity; never gives CEOs equity in BH
- Material adverse effect: material and adverse but excludes general economic conditions, industry conditions, and other carve-outs
- Break-up fees
- Operating covenants: after seller signs and until closing, will operate the biz in accordance with covenants (restrictions on dividends, etc.)
- Regulatory risk (antitrust): horizontal concentration (effects on competitors) in US vs. vertical relationships (effects on suppliers, customers) in EU
- Indemnifications and insurance: when selling public company, board wants protection from lawsuits that may come in relation to the deal and other lawsuits (D&O insurance with high limits); buyer indemnifies you and agrees to maintain D&O insurance at same limits for 3-5 years
- Employee benefit matters: single and double trigger option policies; need to examine which triggered by M&A transaction (part of due diligence)
- Negotiable: compensation of management, termination fees, mechanics of termination provisions, what will happen to management in general (not issue in Berkshire transactions)
Ethics- Aspiration statements
- Work vs. family
- CEO must be role model of values; CEO who would put his own stamps on personal mail sent from the company.
- Environmental regulation/company stance issues
- TV/advertising/press ethical issues
Behavioral finance- Moods affect stock market (clouds, weather, lunar phases, festive occasions, degree of coldness)
- Cloudy days, cold days, DST transition and coming back to dark house all give negative results
- Weekend effect (markets down Monday; people upset coming in to work after weekend)
- People behave weird around full moon days (lunatic): negative effect across all international exchanges
- Reversal of large stock price decreases over next 3-4 days
- Sell in may and go away; Halloween indicator; November to May has stronger growth; huge discrepancy between winter and summer months returns; upward momentum starts in October (Winter bonuses; gone fishing/summer vacation/kids distracting)
- If a nation loses World Cup game, the day after the stock market goes down.
- Content analysis for investor mood; investor overreaction and rebound
- Zero predictive content in Cramer's recommendations; his role in society: validates people's opinions; people like to think their environment is predictable.
- Bad ticker symbol or name (.com in name increased market cap when was in fashion; if take out of name when out of fashion, market cap goes up); names matter (in efficient market, shouldn't matter).
- Wrong/right MCI/MCIC; wrong MCI moving with right MCI
- Socionomics: social mood determines social events (not other way around)
- Correlation between stock market and fashion (hemline indicator, music genres moving stock market up)
Doing deals- Joint venture deals
- Equal footing important
- Trust but verify
- Use milestones
- Non-competition clauses
- Negotiate buy-sell, default provisions up front
- Information rights
Ethics- Corporation can have a conscience. Maximizing profit not always right or sufficient.
- Written beliefs + implementation
- Responsible use of bankruptcy as a tool in business
Behavioral finance- You can get rich trading on irrational signals by simply being lucky and trading before others to whom you sell out to later (and who are more naive than you).
- Behavioral corporate finance perspectives: biased managers/rational markets or sophisticated managers/emotional markets
- Overconfident CEOs (as measured by holders/non-exercisers of options whose price is 167% in the money) prefer to finance corporate investment with internal cash.
- After a CEO wins an award, the recognition distracts from their jobs (e.g., writing books) and do poorly thereafter (and are more likely to manipulate earnings).
- Overconfident CEOs initiate too many mergers, and most mergers fail to produce synergies. Ego battles lead to overpayment.
Doing deals- Medical device acquisition by lower middle market PE firm
- Securities Purchase Agreement vs. Asset Purchase Agreement (Reps & Warranties, Indemnification, Dispute Resolution)
- Earnouts: pros and cons
- Be skeptical of management financial statements
- Rollover equity: pros and cons
- LOIs, exclusivity, control
Ethics- The role of the corporation in community issues
- The role of the corporation in choosing locations, making decisions that affect workers in various cities (where to build a plant, where to shut down a plant)
- Law, morals, and ethics. Is it always right to obey the law? Who decides?
Behavioral finance- Investors overestimate precision of private info.
- People attribute investment profits to their own abilities, losses to external noise.
- Market underreacts to Seasoned Equity Offerings; prices drift over 90 days.
- Private opinions are overweighted, so public info is underweighted, implying underreaction to public info.
- Private info overweighting explains why BM forecasts return.
- Public info underweighting explains return drift.
- People extrapolate from small sequences but shouldn't (no law of small numbers).
- Trend chasing is bad.
- Don't buy or sell on news without looking at the price.
- Regress returns on past intangible component of return (that which is unexplained by accounting performance) rather than tangible component; intangible component is high when price has risen due to something other than fundamentals, so it's a contrarian indicator (like share issuance/IPO).
- Momentum strategies work best for smaller firms, lower analyst coverage, past losers.
- Optimist analysts do more buys than pessimists do sells (upward price pressure).
- Investor sentiment does affect individual stocks that are hard to value and hard to arb (small, young, no profit, no dividends, high growth, distressed, volatile stock returns).
Doing deals- Economics of alternative energy deals
- Large economies of scale; in large scale projects, get better execution and support from bigger bank financing.
- Put together right management team.
- License proven technology.
- Partner with the right people.
- Finance with maximal debt and government guarantees and programs.
- Banks are willing to accept risk when have big technology partners with prior experience.
- Could finance next development phase with others’ money; ask future partners/investors whether if they owned some technology, would they invest and at what pricing (tested this before did deal).
- Truly unique part of what investor got in this deal: access to exclusive license and knowledge to really build the thing; both really blocking things.
- Risk: figure out what is really new versus what now new.
- Assign risk to the parties to lay off as much risk as possible.
- Focused their time on how to lay off as much of the new technology risk to others as possible
- Get others to guarantee their work. If they don’t, they have the right to go to other people.
- Pit the bank against the tech provider; bank won’t lend unless tech provider will guarantee (via liquidated damages); always say bank is asking for more (even if not).
- Get some very large names around table as quickly as possible because large utilities like talking to big names only.
- For banks, reliability is more important than newness.
- Struggle with tech vendors for “good” while vendor wants “perfect.”
- Large companies driven by earnings; if they spend money and it doesn’t create earnings, then it’s a negative EPS potential.
- When they were negotiating with big companies, they knew big companies wouldn’t be willing to put up development risk and didn't want income flowing through to consolidated income statement so actually preferred smaller ownership stake.
- They knew they could mark the deal up because put together critical components (license, management team, relationship with tech provider to get it built).
- Take in investor money only when need at last possible minute so don’t need to pay interest out and maximize IRR.
- The way to get large corporation to do something you want is to withhold payment until end of quarter.
- Utilized milestone concept
- When people would miss milestones, they would renegotiate the contract and push them.
- If you’re not as big as they are, you must manage them.
- Figure out structure and assign liability throughout the chain.
- Key to getting financing: many years operating history and knowing that the technology works.
- Use and ask for liquidated damages whenever possible.
- Deal is pretty much like specialized real estate.
- Power plant is like someone who rented the entire building (power utility they’re selling the power to); if you deliver the power, they’ll pay.
- Single tenant is rated as lower risk.
Ethics- Good managers can very easily make bad decisions due to several rationalizations: won't get caught, within the realm of law, what's allowed or typically done
- Complexities in the decisions of laying off staff and interplay with affirmative action policies. One approach is a staged strategy where the initial round is according to one criteria like performance and the next is according to a different objective like diversity.
- Building a good board: diversity of perspective, independence, skin in the game
Behavioral Finance- Analyst recommendations are a contrarian indicator, especially if employees of the underwriter
- IPOs typically underpriced to give kicker to client on sell side and to give profit to preferred clients who buy on asset management side
- In long run, IPOs underperform
- Managers game EPS by manipulating earnings; way more times that EPS comes in a penny above a threshold than a penny below a threshold
- Investors overreact to high-strength, low-weight recommendations and underreact to high-weight, low-strength recommendations
- Can only make money investing if you have some informational advantage or understand sentiment better than others
- Value works better than glamour
- Avoid doing what the herd does
- Stock rising witho good financial backing will not continue to rise for long
- Value stocks: ROE + steady earnings growth + many positive earnings surprises; low debt; healthy or growing profit margins; not a homogeneous product; competitive advantage; public for at least 10 years; low P/B and P/E (P/B < 1); PEG < 1; current assets > current liabilities (can pay current bills)
- Stocks heavily purchased by small investors do badly in following periods
- Find proxies for retail sentiment (naive investors); contrarian indicator
- High asset growth stocks underperform relative to low asset growth (naive extrapolation/overreaction)
- High accounting accruals is bad sign (boosting income artificially)
- Piotroski f-score works well, implies market not efficient; uses 20% of stocks with highest B/M ratios
- f-score: sum of 9 binary signals (not risk related); healthy companies, less risky/non-interesting companies are undervalued but more profitable
- High B/M can mean undervaluation or distress. f-score separates undervaluation from distress, works as investing strategy.
- More evidence for non-efficient market than efficient market
- Psychological biases affecting investors: confirmation bias, hindsight bias, representativeness, anchoring, conservatism, availability bias, overconfidence
Doing Deals- Employment compensation issues
- Severance
- Say for pay
- Individual benefits
- Cause vs. non-cause termination
- Change of control terms in executive employment contracts
- Perks
- Benefits
- Restricted stock vs. restricted stock units vs. incentive stock options vs. non-statutory stock options
Ethics- Interesting discussions and analyses of when bluffing is ok in business (versus poker). Does it make a difference when everyone knows the rules of the game or expects bluffing to happen?
- How to deal with doing business with someone when you don't agree with their end cause. One possible answer: do the business at cost so that your company and employees don't suffer from refusing the business but don't take profit in order to stay true to morals.
Behavioral Finance- Glamour stocks (high price to cash flow, price to earnings, price to book) under-perform value stocks (and this has nothing to do with risk factors).
- High monthly trading volume and high variability in trading volume both predict low expected return in the following month. These effects are even stronger than the size and book/market effects.
- Irrational investor optimism causes high volume and is reversed out in the following month.
- Investors can't short sell equities as easily as buying, so negative opinions aren't as easily/quickly traded (priced in) as much as positive opinions.
- Retail Segment Effect (volatility from retail investors makes return reverse itself from overoptimism)
- "Naive Asset Pricing Model": No CAPM. No APT. Naive investors transfer wealth to sophisticated investors.
- It's possible to identify the most important characteristics for predicting returns, and these predictions beat the market considerably and work quite well on out-of-sample tests over a long period of time.
- Best-performing stocks have a relatively low level of risk.
Doing Deals- TV economics: huge land-grab for channels
- All countries have followed the same path in TV adoption as the US did (going to 80-90%)
- To consolidate income, you must own economic majority and have control over management and CEO.
- To bridge gap in valuation negotiations, pay low multiple on initial income and then high multiple on rest, so if able to pull off growth, will pay more.
- Most acquisition failures due to post-merger integration (PMI) problems.
- Corp dev must fit with overall business strategy. What must we buy to succeed? Companies? People? IP?
- Keep a wishlist of companies you’d like to own.
- Track previous deals and how they performed compared to forecast when considering new deals someone brings.
- Companies really good at PMI: Cisco, GE
- Filter for culture meshing well with acquirer to prevent PMI problems
- A good M&A lawyer is a business-enabler; a bad M&A lawyer over-lawyers and puts in way too many clauses.
- LOIs are for the business people, not lawyers.
- In international business, people make deals with you as a whole person. They watch how you interact with their family, how you drink tea, how you spend days just socializing, golfing, and not talking about the business.
- The fewer warranties or hold-backs the seller wants, the more due diligence time will be required.
- Structure non-competes to cover payback period.
- Share Purchase Agreement does the acquisition, but Shareholder Agreement is the most important document after the deal is done.
- Shareholder Agreement determines who will run it post-purchase, what requires majority versus unanimous decisions, etc.
- Standard minority protections: sale of company, issuance of new equity, dissolution of company, related party transactions.
- Must discuss how to get out of the deal/terminate/carve out/divorce
- But divorce procedure rarely followed; so difficult that forces parties to talk and figure out some better plan.
- Clawbacks over 1-2 audit cycles (2 years of holdbacks to discover things not paid or not accounted for right)
- It's usually better to build than to buy.
- Leverage specialists and be an orchestra conductor.
- Have a PMI plan. Be honest with those who will get fired.
- Avoid joint ventures at all costs. If required, focus on the Shareholder Agreement (exit clauses and paths to full ownership)
- Models can be made to say anything.
- Know when to walk away from a deal.
My second year is off to an incredibly busy start. Though my class load is not heavy, working on launching Ridacto, being a career coach, and TAing a class together make life pretty crazy. Below are some of my biggest takeaways from my classes last week: EthicsThis is a really challenging class that poses way more questions than it answers. In TAing the class, I'm lucky to hear the varying opinions of my classmates and consider my own viewpoint on how to act in various difficult situations. - Integrity between personal and company values is key.
- Leadership and the Quest for Integrity argues that having prejudices or predispositions to handling various scenarios in specific, predefined ways can help solve many of the most challenging dilemmas.
- Three styles of leadership: political, directive, value-driven
- Ethics, optimization, and public policy (strive to find the intersection)
- Matrix to consider: 3 viewpoints (utilitarian, contractarian, pluralist) and 3 targets (individual, company, society)
Behavioral FinanceThis class basically overturns everything taught in traditional finance classes and explains how the "real world" works in terms of actual trading behavior and stock performance results. We're going through the main academic articles in the field over the past 20 years and combining finance with psychology to better understand how people make (and should make) investment decisions. - CAPM and APT are blatantly wrong (they aren't good theories for explaining or predicting reality).
- Market does not have any level/strength of efficiency.
- Psychology of investors and company fundamentals much better determining factors of performance
- Size and book-to-market ratios much better at explaining why returns vary from stock to stock than beta
- Characteristics of stocks (like fundamental ratios) have much more power to explain returns than risk factors (like beta).
- Value and contrarian investing work.
Doing DealsThis class is a very interesting blend between business and law and covers both the theoretical and real-world aspects of "making it rain [not in the club]." We work in teams of 2 business students and 2 law students to dissect unedited deal documents for a different deal each week, varying from financing, to acquisitions, to partnerships in a variety of different industries. I absolutely love being able to see real-world documents and understand how they evolved and see how the negotiations progressed. It's also really neat to hear from the principals of the transactions in each class what it was like from their perspective and what lessons they learned. - Key elements in every deal: risk, reward, control, duration, trust
- View of the firm as a nexus of contracts
- Deals/acquisitions often purely to thwart competitor moves (one of us will buy, so it should be me)
- Structure returns based on performance hurdles.
- Ethics of pulling out of deals (it's interesting how this class ties in with my ethics class)
- Ethics of full disclosure
- Establish trust first. Trust is often the most important factor in determining who does deals with whom.
- Desperation hurts. Should your vacation rush your deal close?
- Keep backup deals in place through closing.
- Don't shortcut the documents (pay your lawyer a little now or a lot later).
- Time and lifestyle can't be recovered, so those are often more important than negotiating the best possible deal.
Chris Lewis from Riordan, Lewis, & Haden spoke to our leadership class about how he evaluates potential private equity investments. The firm operates somewhat like Berkshire and uses little leverage. They buy private companies and over the last 20 years have averaged generous returns without leverage. They started the firm to invest in VC-type opportunities (pre-revenue) but now have more of a buyout mentality but still earlier stage ($40M revenue companies). They buy these companies with the goal to build them to $200M revenue companies. Chris grew up in LA and was the national tennis champion at USC. He even played on the pro tour and was something like 60th in the world. Nice! After going to business school at USC, he worked at Bank of America in money management. Chris met Mayor Riordan who had been doing VC for 10 years and that's what led to them starting RLH. He emphasized that the most important component they look at is people. Successful businesses almost always will pivot their business, so having a long-term perspective and dedicated, flexible people is key. The top "people" qualities they look at are the following: - Listening skills
- Curiosity
- Confidence
- Teamwork
- Good judge of people
- Creative
- Clear vision
- Empowering, caring for people
- Realistic
In evaluating an opportunity, the 4 questions they always ask are the following: - Are the people capable?
- Are growth attributes there?
- Do they do something different?
- If they execute on their vision, will it be valuable?
Chris was a fun speaker, and it was interesting to hear him recap these points through a number of stories that he told us.
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