Max Mednik
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Readings and musings

Lessons Learned from Week 4 of Fall Quarter

10/31/2011

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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
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Lessons Learned from Week 2 of Fall Quarter

10/7/2011

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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.
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Lessons Learned from Week 1 of Fall Quarter

10/5/2011

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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:

Ethics

This 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 Finance

This 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 Deals

This 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.
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