Attracting Long‐Term Shareholders

Corporate CEOs often say they don't hear enough from shareholders about strategic issues related to long‐term value creation. At the same time, they claim to hear with predictable regularity from short‐term investors about their success (or failure) in hitting consensus earnings targets. But as the authors of this article begin by noting, there is mounting evidence that companies get the shareholders they deserve—that companies that provide quarterly earnings guidance and otherwise focus investor attention on near‐term earnings targets tend to attract more transient investors. The authors go on to argue that companies with a compelling long‐term vision can expect to benefit not only from more farsighted managerial decision‐making, but also from building a base of longer‐term investors who share management's view of success, and how it can and ought to be achieved. Such a shift in strategic focus and disclosure toward longer‐run performance creates a virtuous cycle—one in which companies that gain the interest and backing of investors with longer horizons end up reinforcing management's confidence to undertake value‐adding investments in their company's future. Even if most companies can't pick their shareholders, they can develop an investor engagement strategy designed to attract long‐term investors. In this article, the chairman and president of FCLTGlobal outline the underlying strategy behind long‐term investor relations and the four key components of such an approach.     

Financial Planning and Investor Communications at GE (With a Look at Why We Ended Earnings Guidance)*

In this edited version of a talk given at a conference of accounting academics and corporate practitioners, the Vice Chairman and Chief Financial Officer of General Electric describes the company's internal budgeting and financial planning process, and how the information generated by this process is communicated to investors. The company's business model—the common thread running through all its different businesses—is to make large investments in technology that make possible the firm's equipment sales, which in turn provide the basis for a profitable long-term services business. The main role of the company's internal analysis and planning process is to help management allocate capital in a way that produces long-run growth in revenues and earnings but, most important, a competitive return on investor capital. Another major aim of the company's planning process is to help management identify and manage major risks that could interfere with management's ability to carry out its strategic investments and goals. The company's focus on risk management is both reflected in, and facilitated by, a forecasting process that puts less emphasis on the accuracy of “point estimates” and pays greater attention to the range and distribution of possible outcomes. “What we really care about,” as the author says, “is the quality of the thinking and the dialogue among our managers that takes place around the forecasting process.” And it is the output of these internal processes, and “the quality of the thinking and dialogue” behind it, that are “the essence of what the company is trying to communicate to analysts and investors.” Instead of holding up quarterly earnings targets—a practice the company ended in 2008—management's communications with investors are intended to create “a continuous flow of information and feedback about the ongoing performance, investment opportunities, and risks confronting the firm.” In the author's words, “Ending the firm's longstanding practice of holding up earnings target s to the Street, and then trying to meet them, helped us rid ourselves of needless pressures and burdens… that can get in the way of managing for long-run growth and profitability.”     

The Purpose of the Firm,Valuation, and the Management of Intangibles

This article provides a different way of thinking about, and responding to, four important issues that confront most public companies. First, in articulating the overarching corporate purpose, the author suggests a middle ground between shareholder value maximization and stakeholder theory that aims to achieve the end result of value maximization while taking a “holistic” view that meets most of the demands of stakeholder advocates. As described by the author, there are four critical steps for management and boards in creating such companies: (1) communicating a vision of the company and its purpose to employees as well as investors (and other key outsiders); (2) organizing to survive and prosper through efficiency and innovation; (3) working continuously to develop win‐win relationships with stakeholders and other companies; and (4) taking care of the environment and future generations. Second, in thinking about the corporate purpose and how to evaluate success in achieving it, managements and boards need a valuation model that provides a clear and insightful connection between long‐term corporate performance and market valuation, and how both might be expected to change as the firm matures. A strong case is presented for the life‐cycle valuation model, widely used by money management organizations, in which a company's projected cash flows reflect an expected “fade” in both economic returns on capital and reinvestment rates. The potential uses of this model are illustrated using lifecycle corporate performance data for 3M during the past 50 years. Third, in an effort to capture the value of innovation and investment in intangible assets, the author presents an alternative to the accounting approach of capitalizing and amortizing such assets that attempts to capture their expected future benefits by using more favorable forecasts of long‐term fade rates. Fourth, the author shows how incorporating Life‐cycle Reviews for each of a company's business units as part of its Integrated Reporting could improve management's resource allocation decisions, help build a shareholder base of long‐term investors, and provide management with the support and confidence to resist Wall Street's excessive emphasis on quarterly earnings.     

Identifying and Attracting the "right" Investors: Evidence on the Behavior of Institutional Investors

This article summarizes the findings of research the author has conducted over the past seven years that aims to answer a number of questions about institutional investors: Are there significant differences among institutional investors in time horizon and other trading practices that would enable such investors to be classified into types on the basis of their observable behavior? Assuming the answer to the first is yes, do corporate managers respond differently to the pressures created by different types of investors– and, by implication, are certain kinds of investors more desirable from corporate management's point of view? What kinds of companies tend to attract each type of investor, and how does a company's disclosure policy affect that process? The author's approach identifies three categories of institutional investors: (1) “transient” institutions, which exhibit high portfolio turnover and own small stakes in portfolio companies; (2) “dedicated” holders, which provide stable ownership and take large positions in individual firms; and (3) “quasi‐indexers,” which also trade infrequently but own small stakes (similar to an index strategy). As might be expected, the disproportionate presence of transient institutions in a company's investor base appears to intensify pressure for short‐term performance while also resulting in excess volatility in the stock price. Also not surprising, transient investors are attracted to companies with investor relations activities geared toward forward‐looking information and “news events,” like management earnings forecasts, that constitute trading opportunities for such investors. By contrast, quasi‐indexers and dedicated institutions are largely insensitive to shortterm performance and their presence is associated with lower stock price volatility. The research also suggests that companies that focus their disclosure activities on historical information as opposed to earnings forecasts tend to attract quasi‐indexers instead of transient investors. In sum, the author's research suggests that changes in disclosure practices have the potential to shift the composition of a firm's investor base away from transient investors and toward more patient capital. By removing some of the external pressures for short‐term performance, such a shift could encourage managers to establish a culture based on long‐run value maximization.     

Using corporate social responsibility performance to evaluate financial disclosure credibility

Due to the paucity of immediate and direct information about financial disclosure credibility, it is often difficult for investors to assess the credibility of financial disclosures (e.g. whether reported earnings are biased). Given this situation, the present study proposes and finds that investors use additional cues, such as information about corporate social responsibility (CSR) performance, to form overall impressions about management's honesty, credibility, and trustworthiness. Similar to other findings in the halo effect literature, we find that these overall impressions subsequently influence both investors' assessments of financial disclosure credibility and the prices they are willing to pay for a company's stock. The findings support the theoretical framework on financial disclosure credibility by (1) showing that management credibility is an important tool that investors use to assess disclosure credibility and (2) suggesting that management credibility is a multidimensional latent construct for which CSR performance can be one of several relevant indicators.     

The role of analyst forecasts in the momentum effect

We evaluate the extent to which sell-side equity analysts can facilitate market efficiency when there is increasing uncertainty about a stock's future value. The prevalence of the 52-week-high momentum anomaly, that can be largely attributed to information uncertainty, provides a setting for examining the value and timing of analysts' earnings forecast revisions. Our study finds that analysts can provide value-relevant signals to investors by picking up indicators of momentum. The ability to identify under or over-valued stocks suggests that analysts are important information intermediaries in the price-continuation momentum effect. However, we also observe pervasive asymmetric reaction to good and bad news throughout our study that is consistent with incentive-driven reporting and optimistic biases. Nevertheless, analysts' forecast revisions are informative at different stages to re-establish stock prices back to their fundamental valuation.     

Roundtable on Corporate Disclosure

In an article published in this journal two years ago titled "Just Say No to Wall Street," Harvard's Michael Jensen and The Monitor Group's CEO Joseph Fuller urged companies to put an end to what they called the "earnings guidance game." Instead of earnings forecasts, Jensen and Fuller recommended that companies provide investors with information about their strategic goals and value drivers, and about the risks associated with carrying out those goals and management's plans to manage those risks.
In this roundtable, a group of corporate executives, equity analysts, and academics explore the possibility that companies can increase their values by resisting the temptation to "manage" earnings, committing to expanded disclosure, and engaging investors in a more strategic dialogue. By establishing such a dialogue, companies may be able to break out of the current "bad equilibrium" in which markets distrust managers and managers distrust markets.     

What Do We Know About Market Discipline in Insurance?

The aim of this article is to summarize the knowledge on market discipline in insurance and other financial service sectors. Market discipline can be defined as the ability of customers, investors, intermediaries (agents, brokers), and evaluators (analysts, auditors, rating agencies) to monitor and influence a company's management. Looking at banking is especially interesting, since market discipline in this field has been studied extensively. Based on existing knowledge, we develop a framework for researching market discipline in insurance that includes its most important drivers and impediments. The results highlight a significant need for continuing research. The findings are of relevance not only for European insurers and regulators, but for institutions outside Europe.     

THE VOLUNTARY PRESENTATION OF VALUE ADDED STATEMENTS IN AUSTRALIA: A POLITICAL COST PERSPECTIVE

This paper explores corporate management's incentive to voluntarily disclose Value Added Statements in their yearly financial reports. Adopting a political cost perspective, hypotheses relating Value Added Statement disclosure to labour intensity, corporate tax payments, rate of return, size and industry volatility are developed. Using a sample of Australian publicly listed companies, the results of our empirical testing support the hypotheses that the decision to voluntarily disclose Value Added Statements is related to a company's size (in terms of both market concentration and profitability), a proportional measure of tax payments and the industry to which it belongs. Labour intensity and rate of return were found to be unrelated to the voluntarily disclosure of Value Added Statements.     

UNIVERSITY OF GEORGIA ROUNDTABLE ON: Enterprise‐Wide Risk Management

For many years, MBA students were taught that there was no good reason for companies that hedge large currency or commodity price exposures to have lower costs of capital, or trade at higher P/E multiples, than comparable companies that choose not to hedge such financial price risks. Corporate stockholders, just by holding well‐diversified portfolios, were said to neutralize any effects of currency and commodity price risks on corporate values. And corporate efforts to manage such risks were accordingly viewed as redundant, a waste of corporate resources on a function already performed by investors at far lower cost. But as this discussion makes clear, both the theory and the corporate practice of risk management have moved well beyond this perfect markets framework. The academics and practitioners in this roundtable begin by suggesting that the most important reason to hedge financial risks—and risk management's largest potential contribution to firm value—is to ensure a company's ability to carry out its strategic plan and investment policy. As one widely cited example, Merck's use of FX options to hedge the currency risk associated with its overseas revenues is viewed as limiting management's temptation to cut R&D in response to large currency‐related shortfalls in reported earnings. Nevertheless, one of the clear messages of the roundtable is that effective risk management has little to do with earnings management per se, and that companies that view risk management as primarily a tool for smoothing reported earnings have lost sight of its real economic function: maintaining access to low‐cost capital to fund long‐run investment. And a number of the panelists pointed out that a well‐executed risk management policy can be used to increase corporate debt capacity and, in so doing, reduce the cost of capital. Moreover, in making decisions whether to retain or transfer risks, companies should generally be guided by the principle of comparative advantage. If an outside firm or investor is willing to bear a particular risk at a lower price than the cost to the firm of managing that risk internally, then it makes sense to lay off that risk. Along with the greater efficiency and return on capital promised by such an approach, several panelists also pointed to one less tangible benefit of an enterprise‐wide risk management program—a significant improvement in the internal corporate dialogue, leading to a better understanding of all the company's risks and how they are affected by the interactions among its business units.     

Examining the effect of deception detection decision aids on investors' perceptions of disclosure credibility and willingness to invest

Recent evidence suggests that the trend of issuing video disclosures is growing and investors are exposed to the risk of including deceptive information in their decisions. This study suggests that investors can use deception detection decision aids to identify deceptive behavior in video disclosures, and that the use of such decision aids affects their perceptions of disclosure credibility and willingness to invest. The theoretical framework of this study suggests that providing investors with a deception detection decision aid affects their willingness to invest through their perceptions of disclosure credibility, and that this effect is conditional on management's reputation. Using data from 387 nonprofessional investors, the findings provide support for the predicted effect of deception detection decision aid on investors' judgment and decision making. The effect of providing investors with a deception detection decision aid is fully mediated by investors' perceptions of disclosure credibility, and that effect is significantly stronger when management's reputation is good than when management's reputation is bad.     

Bridging Sustainability and Finance: The Value Driver Adjustment Approach

Even though most large corporations view sustainability considerations and concerns as having the potential to affect their revenue and profits, and studies have shown that sustainability can affect stock returns, investors and corporate managers continue to struggle to incorporate such concerns into their financial decision‐making. As a consequence, the valuation effects of sustainability issues are not fully reflected in either the valuation of companies by investors or in capital investment decisions by corporate managers. The author argues that sustainability can be integrated into both of these kinds of financial decision‐making by linking it to business models, competitive positions, and value drivers using what the author calls a “value‐driver adjustment” (VDA) approach. The basic idea is simple: material sustainability issues affect business models and competitive positions, which in turn affect the company's value drivers—notably, sales, margins, and capital. The VDA approach explicitly considers these linkages by taking three steps: (1) identifying a company's material sustainability issues; (2) analyzing how these issues are expected to affect the company's business model and competitive position; and (3) quantifying the effects of such changes in business model and competitive position on the company's value drivers, including its cost of capital. In the first part of the article, the author provides an investor perspective that shows how sustainability can be integrated into investment decisions by asset managers. There he explains how and why ESG integration has so far failed to become mainstream, and what needs to be done to make it successful. The second part of this article takes the corporate perspective and shows how sustainability can be linked to value drivers using much the same ingredients as in asset management, but slightly different tools that can help corporate managers incorporate sustainability concerns into strategy and operations, including the finance function. And in closing, the author brings together corporate and investor perspectives while showing how sustainability programs can be used to make the relationship between companies and their shareholders both stronger and longer‐lasting.     

Liquidity,the Value of the Firm,and Corporate Finance

The theory of corporate finance has been based on the idea that a company's market value is determined mainly by just two variables: the company's expected after‐tax operating cash flows or earnings, and the risk associated with producing them. The authors argue that there is another important factor affecting a company's value: the liquidity of its own securities, debt as well as equity. The paper supports this argument by reviewing the large and growing body of evidence showing that differences—and changes—in liquidity can have major effects on the pricing of corporate stocks and bonds or, equivalently, on investors' required returns for holding them. The authors also suggest that the liquidity of a company's securities can be managed by corporate policies and actions. For those companies whose value is likely to be increased by having more liquid securities—which is by no means true of all companies (mature firms that don't need outside capital may well benefit from having more concentrated ownership and hence less liquidity)—management should consider actions such as reducing leverage and substituting dividends for stock repurchases as well as measures designed to increase the effectiveness of their disclosure and investor relations program and the size of their investor base.     

A Tale of Two Stories: Sustainability and the Quarterly Earnings Call

One of the challenges companies claim to face in making sustainability a core part of their strategy and operations is that the market does not care about sustainability, either in general or because the time frames in which it matters are too long. The response of investors who say they care about sustainability—and their numbers are large and growing—is that companies do a poor job in providing them with the information they need to take sustainability into account in their investment decisions. Whatever the merits of each view, the fact remains that an effective conversation about sustainability requires the participation of both sides of the market. There are two main mechanisms for companies to communicate to the market as a way of starting this conversation: mandated reporting and quarterly conference calls. In this paper, the authors argue that neither companies nor investors can be seen as taking sustainability seriously unless it is integrated into the quarterly earnings call. Until that happens, the core business and sustainability are two separate worlds, each of which has its own narrator telling a different story to a different audience. The authors illustrate their argument using the case of SAP, the German software company. SAP was the first company to host an “ESG Investor Briefing,” a conference call for analysts and investors held on July 30, 2013 in which the company discussed both its sustainability performance and its contribution to the firm's financial performance. The narrative of this call was very similar to the narrative of the company's first “integrated report,” which was issued in 2012 and presented the company's sustainability initiatives in the context of its operating and financial performance. Nevertheless, the content and main focus of the “ESG Briefing” were very different from that of most quarterly earnings conferences, and so were the audiences. Whereas the quarterly call was attended mainly by sell side analysts—and the words “sustainability” or “sustainable” failed to receive a single mention—the ESG briefing was delivered to an investor audience made up almost entirely of the “buy side.”     

Allocating Shareholder Capital to Pension Plans

This article discusses the corporate challenge of providing retirement income to employees while limiting the costs and risks of pension plans to the companies themselves by addressing five main questions:

• ? What are the major issues and challenges surrounding pensions? Although the pension shortfalls have been the focus of attention, the author argues that the more serious concern is the risk stemming from the mismatch between pension assets and pension liabilities— that is, the funding of debt‐like liabilities with equity‐heavy asset portfolios.
• ? To what extent do the equity market and equity prices reflect the shortfall in value and the mismatch in risk? While the author describes some evidence of the market's ability to capture pension risk, analysts' P/E multiples and management's assessments of cost of capital may still be distorted by failure to take full account of the risks associated with pension assets.
• ? How should management analyze and formulate strategic solutions? Without offering specific solutions, the author presents a framework for analyzing the problem from a strategic perspective that can be used in formulating a company's pension policy. In particular, the article recommends that companies take an integrated perspective that views pension assets and liabilities as parts of the corporate balance sheet, and the pension asset allocation decision as a critical aspect of a corporate‐wide enterprise risk management program.
• ? If a company chooses to make a major change in its pension policy, such as a partial or complete immunization accomplished by substituting bonds for stocks, how would you communicate the new policy to the rating agencies and investors?
• ? What are the major issues to be thinking about when contemplating a change from a DB plan to a defined contribution, or DC, plan? The author argues that DC plans without some corporate oversight or responsibility for results are not a long‐term solution.

     

Liquidity,the Value of the Firm,and Corporate Finance*

The theory of corporate finance has been based on the idea that a company's market value is determined mainly by just two variables: the company's expected aftertax operating cash flows or earnings, and the risk associated with producing them. The authors argue that there is another important factor affecting a company's value: the liquidity of its own securities, debt as well as equity. The paper supports this argument by reviewing the large and growing body of evidence showing that differences—and, perhaps even more important, sudden changes—in liquidity can have major effects on the pricing of corporate stocks and bonds or, equivalently, on investors' required returns for holding them. The authors also suggest that the liquidity of a company's securities can be managed by corporate policies and actions. For those companies whose value is likely to be increased by having more liquid securities—which is by no means true of all companies (for example, mature firms with little need for outside equity are likely to benefit from having more concentrated ownership and hence less liquidity)—management should consider actions such as reducing leverage and substituting dividends for stock repurchases as well as measures designed to increase the effectiveness of their disclosure and investor relations program and the size of their retail investor base.     

Earnings Trend and Performance Relative to Benchmarks: How Consistency Influences Their Joint Use

Archival research shows that the market reacts to earnings trend as well as to earnings performance relative to analysts' forecasts (i.e., benchmark performance). We conduct four experiments to investigate how and why investors react to these two measures when both are available over multiple time periods. Our results show that investors rely on an earnings measure only when it is consistent over time. When both measures are consistent over time, investors use them in an additive fashion, suggesting that they view them as providing different information about the firm. Further tests show that investors believe that earnings trend and benchmark performance both provide information about a firm's future prospects and management's credibility. Although judged future prospects fully explain the effect of earnings trend on investor judgments, neither judged future prospects nor management credibility completely explains the effect of benchmark performance. Our study has implications for firm managers and researchers.     

Expected Mispricing: The Joint Influence of Accounting Transparency and Investor Base

We examine how accounting transparency and investor base jointly affect financial analysts' expectations of mispricing (i.e., expectations of stock price deviations from fundamental value). Within a range of transparency, these two factors interactively amplify analysts' expectations of mispricing—analysts expect a larger positive deviation when a firm's disclosures more transparently reveal income‐increasing earnings management and the firm's most important investors are described as transient institutional investors with a shorter‐term horizon (low concentration in holdings, high portfolio turnover, and frequent momentum trading) rather than dedicated institutional investors with a longer‐term horizon (high concentration in holdings, low portfolio turnover, and little momentum trading). Results are consistent with analysts anticipating that transient institutional investors are more likely than dedicated institutional investors to adjust their trading strategies for near‐term factors affecting stock mispricings. Our theory and findings extend the accounting disclosure literature by identifying a boundary condition to the common supposition that disclosure transparency necessarily mitigates expected mispricing, and by providing evidence that analysts' pricing judgments are influenced by their anticipation of different investors' reactions to firm disclosures.