Analysts' Roundtable on Integrating ESG into Investment Decision‐Making

In this third of the three discussions that took place at the SASB 2016 Symposium, practitioners of a broad range of investment approaches—active as well as passive in both equities and fixed‐income—explain how and why they use ESG information when evaluating companies and making their investment decisions. There was general agreement that successful ESG investing depends on integrating ESG factors with the methods and data of traditional “fundamental” financial statement analysis. And in support of this claim, a number of the panelists noted that some of the world's best “business value investors,” including Warren Buffett, have long incorporated environmental, social, and governance considerations into their investment decision‐making. In the analysis of such active fundamental investors, ESG concerns tend to show up as risk factors that can translate into higher costs of capital and lower values. And companies' effectiveness in managing such factors, as ref lected in high ESG scores and rankings, is viewed by many fundamental investors as an indicator of management “quality,” a reliable demonstration of the corporate commitment to investing in the company's future. Moreover, some fixed‐income investors are equally if not more concerned than equity investors about ESG exposures. ESG factors can have pronounced effects on performance by generating “tail risks” that can materialize in both going‐concern and default scenarios. And the rating agencies have long attempted to reflect some of these risks in their analysis, though with mixed success. What is relatively new, however, is the frequency with which fixed income investors are engaging companies on ESG topics. And even large institutional investors with heavily indexed portfolios have become more aggressive in engaging their portfolio companies on ESG issues. Although the traditional ESG filters used by such investors were designed mainly just to screen out tobacco, firearms, and other “sin” shares from equity portfolios, investors' interest in “tilting” their portfolios toward positive sustainability factors, in the form of lowcarbon and gender‐balanced ETFs and other kinds of “smart beta” portfolios, has gained considerable momentum.     

CONVERTIBLE BONDS: MATCHING FINANCIAL AND REAL OPTIONS

For companies whose value consists in large part of “real options”‐ growth opportunities that may (or may not) materialize‐convertible bonds may offer the ideal financing vehicle because of the matching financial options built into the securities. This paper proposes that convertible debt can be a key element in a financing strategy that aims not only to fund current activities, but to give companies access to low‐cost capital if and when their real investment options turn out to be valuable. In this sense, convertibles can be seen as the most cost‐effective solution to a sequential financing problem‐how to fund not only today's activities, but also tomorrow's growth opportunities (some of them not yet even foreseeable). For companies with real options, the ability of convertibles to match capital inflows with corporate outlays adds value by minimizing two sets of costs: those associated with having too much (particularly equity) capital (known as “agency costs of free cash flow”) and those associated with having too little (“new issue” costs). The key to the cost‐effectiveness of convertibles in funding real options is the call provision. Provided the stock price is “in the money” (and the call protection period is over), the call gives managers the option to force conversion of the bonds into equity. If and when the company's investment opportunity materializes, exercise of the call feature gives the firm an infusion of new equity (while eliminating the debt service burden associated with the convertible) that enables it to carry out its new investment plan. Consistent with this argument, the author's recent study of the investment and financing activities of 289 companies around the time of convertible calls reports significant increases in capital expenditures starting in the year of the call and extending three years after. The companies also showed increased financing activity following the call, mainly new long‐term debt issues (many of them also convertibles) in the year of the call.     

THE INTERACTION OF MONETARY POLICY AND STOCK RETURNS

The “irrational exuberance” of the stock market in the late 1990s led to a discussion of the appropriate policy response by monetary authorities. Any response would be contingent on the stock market reaction to policy shocks. In this study, I employ a structural vector autoregression to estimate the response of the stock market returns to innovations in the federal funds rate. The role of the stock market in the Federal Reserve policy rule can also be examined empirically.     

HOW TO FIX ACCOUNTING—MEASURE AND REPORT ECONOMIC PROFIT

Bending accounting rules has become so ingrained in our corporate culture that even ethical business leaders succumb to the temptation to “manage” their earnings in order to meet analysts' demands for smoothly rising results. The author of this article argues that such behavior reflects not a general decline in ethical standards so much as executives' growing sense that accounting itself has become “unhinged from value.” For example, clearly valuable expenditures on R&D, customer acquisition, and employee training are generally expensed immediately against earnings. And reported corporate income is often further reduced by provisions for losses that most companies never expect to incur, by “book” taxes they never expect to pay, and by depreciation charges on assets that are actually increasing in value. At the same time, the opportunity costs associated with employee stock options and the corporate use of equity capital are not reflected in the accountant's measure of profit. To improve the quality of corporate governance and revitalize the public's faith in reported earnings, the author proposes a complete overhaul of GAAP accounting to measure and report economic profit, or EVA. Stated in brief, the author's concept of economic profit begins with an older, but now seldom used, definition of accounting income known as “residual income,” and then proposes a series of additional adjustments to GAAP accounting that are designed to produce a reliable measure of a company's annual, sustainable cash‐generating capacity. Besides expensing the cost of equity capital as well as stock options, the author recommends bringing off‐balance‐sheet items such as pension assets and liabilities back onto the balance sheet, eliminating reserve accounting, capitalizing R&D and other expenditures on intangible assets, and recording economic rather than accounting depreciation. Such changes, by replacing the accountants' current flawed definition of earnings with a comprehensive new statement of value added, could restore investor confidence in financial statements. Even more important, managers would be less likely to pursue their now common practice of boosting earnings by making value‐reducing operating and investment decisions and more likely to use financial reporting not to mislead the market but as an opportunity to communicate relevant, forward‐looking information.     

Do VCs use inside rounds to dilute founders? Some evidence from Silicon Valley

In the bank-borrower setting, a firm's existing lender may exploit its positional advantage to extract rents from the firm in subsequent financings. Analogously, a startup's existing venture capital investors (VCs) may dilute the founder through a follow-on financing from these same VCs (an “inside” round) at an artificially low valuation. Using a hand-collected dataset of Silicon Valley startup firms, we find little evidence that VCs use inside rounds to dilute founders. Instead, our findings suggest that inside rounds are generally used as “backstop financing” for startups that cannot attract new money, and these rounds are conducted at relatively high valuations (perhaps to reduce litigation risk).     

2013 Nobel Prize Revisited: Do Shiller's Models Really Have Predictive Power?

The authors take a critical view of the investment approach advocated by recent Nobel laureate Robert Shiller. A critic of efficient markets theory, Shiller has proposed that investors, when attempting to determine whether the S&P Index is under‐ or overvalued, should use a P/E ratio whose denominator is the 120‐month moving average of the company's EPS. But the authors find that such an approach does not provide consistently superior insights to those provided by conventional PEs—and that, for example, the use of both conventional and Shiller PE multiples would have indicated a highly overvalued S&P not only in early 2000—before the bursting of the dotcom bubble—but also in 1996, when Fed Governor Greenspan spoke prematurely of “irrational exuberance.” The authors also show that both the Shiller PE and the conventional PE ratios fail a critical statistical test: they are not mean‐reverting—and as a consequence, both ratios can be expected to indicate either undervaluation or overvaluation for very long periods of time. Complicating matters, current earnings are useful to investors in predicting future stock prices only insofar as they provide a reliable guide to future earnings and cash flows. And as one would expect in competitive capital markets, even perfect foreknowledge of future earnings is not likely to be much help since, according to the authors' analysis, five‐year earnings explain on average less than 20% of the variation in prices over consecutive five‐year periods.     

Portfolio Choice over the Life-Cycle when the Stock and Labor Markets Are Cointegrated

We study portfolio choice when labor income and dividends are cointegrated. Economically plausible calibrations suggest young investors should take substantial short positions in the stock market. Because of cointegration the young agent's human capital effectively becomes “stock‐like.” However, for older agents with shorter times‐to‐retirement, cointegration does not have sufficient time to act, and thus their human capital becomes more “bond‐like.” Together, these effects create hump‐shaped life‐cycle portfolio holdings, consistent with empirical observation. These results hold even when asset return predictability is accounted for.     

BANK OF AMERICA ROUNDTABLE ON THE LINK BETWEEN CAPITAL STRUCTURE AND SHAREHOLDER VALUE

A number of popular business magazines have recently run cover stories describing the “return of leverage.” Although full of interesting details about individual leveraged deals and the investment bankers who put them together, they are largely silent on several issues of economic importance: Why is this happening now? What are the most important benefits as well as costs of debt financing? Is there such a thing as a value-maximizing, or “optimal,” capital structure for public corporations? No financial economist has thought and written as much about corporate capital structure and its relationship to shareholder value and corporate governance as Harvard professor Michael Jensen. The first economist to see the value-adding potential of LBOs in the 1980s, he was also the first to identify the source of the problems with the late-'80s deals. In this roundtable discussion, Professor Jensen explores the “real” effects of corporate financial policies on managerial decision-making and shareholder value with a distinguished group of corporate executives and financial advisors.     

Estimating Risk‐Adjusted Costs of Financial Distress

The search for the optimal, or value‐maximizing, capital structure involves weighing the expected benefits of higher leverage against the expected “costs of financial distress.” These costs include not only the direct costs of reorganization, but less quantifiable effects of financial trouble such as damage to the firm's reputation, the loss of key employees and customers, and the loss of value from forgone investment opportunities. This article proposes a new method for valuing expected financial distress costs. While researchers have provided estimates of the costs associated with financial distress when it takes place, whether or when these costs will be incurred is, of course, unknown at the time the financing decision. As a result, the “correct” discount rate for valuing expected distress costs is difficult to derive. Instead of adjusting the discount rate to reflect historical default rate probabilities, the authors' method uses “risk‐neutral” probabilities of encountering distress that allow for discounting at the risk‐free rate. The risk‐neutral probabilities of default are derived by incorporating the systematic risk premia implicit in corporate bond yield spreads. This method results in a significant increase in estimates of financial distress costs. In a simple example presented by the authors, distress costs estimated at about 1.6% of firm value using the conventional method turn out to run about 5% after adjusting for the increased systematic risk associated with financial distress.     

Corporate Portfolio Management Roundtable

The dean of a top ten business school, the chair of a large investment management firm, two corporate M&A leaders, a CFO, a leading M&A investment banker, and a corporate finance advisor discuss the following questions:

• ? What are today's best practices in corporate portfolio management? What roles should be played by boards, senior managers, and business unit leaders?
• ? What are the typical barriers to successful implementation and how can they be overcome?
• ? Should portfolio management be linked to financial policies such as decisions on capital structure, dividends, and share repurchase?
• ? How should all of the above be disclosed to the investor community?

After acknowledging the considerable challenges to optimal portfolio management in public companies, the panelists offer suggestions that include:

• ? Companies should establish an independent group that functions like a “SWAT team” to support portfolio management. Such groups would be given access to (or produce themselves) business‐unit level data on economic returns and capital employed, and develop an “outside‐in” view of each business's standalone valuation.
• ? Boards should consider using their annual strategy “off‐sites” to explore all possible alternatives for driving share‐holder value, including organic growth, divestitures and acquisitions, as well as changes in dividends, share repurchases, and capital structure.
• ? Performance measurement and compensation frameworks need to be revamped to encourage line managers to think more like investors, not only seeking value‐creating growth but also making divestitures at the right time. CEOs and CFOs should take the lead in developing a shared value creation model that clearly articulates how capital will be allocated.

     

The Paradox of Financial Fire Sales: The Role of Arbitrage Capital in Determining Liquidity

How can fire sales for financial assets happen when the economy contains well‐capitalized but nonspecialist investors? Our explanation combines rational expectations equilibrium and “lemons” models. When specialist (informed) market participants are liquidity‐constrained, prices become less informative. This creates an adverse selection problem, decreasing the supply of high‐quality assets, and lowering valuations by nonspecialist (uninformed) investors, who become unwilling to supply capital to support the price. In normal times, arbitrage capital can “multiply” itself by making uninformed capital function as informed capital, but in a crisis, this stabilizing mechanism fails.     

A South African Success Story: Excellence in the Corporate Use of Capital and Its Social Benefits

South African companies have made great progress in improving corporate profitability since the nation became a full democracy in 1994. Using the “Cash Flow Return on Investment” (CFROI) method, the authors demonstrate that South African listed companies have been generating world‐beating levels of inflation‐adjusted return on capital over the past decade. But not all parts of the South African economy have benefited from this corporate success. Despite the impressive corporate returns, economic growth remains lackluster, constrained by confused labor and government policies. The authors recommend that South African policy makers aim to minimize uncertainty for the private sector by refraining from interventions with agendas that have little to do with expanding output or employment growth. Using terminology borrowed from Thomas Piketty's recent book, the two authors argue that what South Africa needs is not some way to limit investors' return on capital (r) but rather sound economic approaches to liberate growth (g). The authors would like to see the country's companies continue to generate high “r” while reinvesting their profits to produce more wealth‐creating “g.”     

The Decline and Fall of Joint Ventures: How JVs Became Unpopular and Why That Could Change

The peak year for joint venture formation was 1995, which saw almost 5,700 new ventures. Since then, however, JV activity has gone into a sharp decline, with 2004 setting a new 10‐year low of just over 700 new deals, and many executives have completely dismissed joint ventures as a vehicle for growth. But is this the right conclusion? Perhaps for some companies. But for most, the answer may be to use the lessons from past failures to improve their ability to negotiate and manage joint ventures. This article offers five main pieces of advice: ? Don't rely too much on experience from negotiating acquisitions. JVs require a more balanced, less competitive negotiating style that can help set the tone for a good relationship. ? Don't allow the contract to dominate the relationship. If JV agreements are crafted more with the aim of building trust and achieving a shared understanding than designing explicit provisions for all contingencies, the parties will have stronger incentives to seek business solutions instead of legal remedies. ? Weigh carefully the value of commitment versus the value of flexibility. Although the ability to exit a bad deal clearly has option value, there may be greater value from the stability achieved by locking oneself into a relationship. ? Resist the urge for certainty in termination clauses. A “process‐oriented” approach will typically be more fair, resulting in smoother negotiations and a better working relationship, than an “outcome‐oriented” approach. ? Recognize when a JV has outlived its useful life, and do something about it before value is destroyed.     

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.     

THE REVOLUTION IN CORPORATE RISK MANAGEMENT: A DECADE OF INNOVATIONS IN PROCESS AND PRODUCTS

The explosion of corporate risk management programs in the early 1990s was a hasty and ill‐conceived reaction by U.S. corporations to the great “derivatives disasters” of that period. Anxious to avoid the fate of Barings and Procter & Gamble, most top executives were more concerned about crisis management than risk management. Many companies quickly installed (often outrageously priced) value‐at‐risk (VaR) systems without paying much attention to how such systems fit their specific business requirements. Focused myopically on loss avoidance and technical risk measurement issues, the corporate risk management revolution of the '90s thus got underway in a disorganized, ad hoc fashion, producing a curious amalgam of policies and procedures with no clear link to the corporate mission of maximizing value. But as the risk management revolution unfolded over the last decade, the result has been the “convergence” of different risk management perspectives, processes, and products. The most visible sign of such convergence is a fairly recent development called “alternative risk transfer,” or ART. ART forms consist of the large and growing collection of new risk transfer and financing products now being offered by insurance and reinsurance companies. As just one example, a new class of security known as “contingent capital” gives a company the option over a specified period—say, the next five years—to issue new equity or debt at a pre‐negotiated price. And to hold down their cost, such “pre‐loss” financing options are typically designed to be “triggered” only when the firm is most likely to need an infusion of new capital to avoid underinvestment or financial distress. But underlying—and to a large extent driving—this convergence of insurance and capital markets is a more fundamental kind of convergence: the integration of risk management with corporate financing decisions. As first corporate finance theorists and now practitioners have come to realize, decisions about a company's optimal capital structure and the design of its securities cannot be made without first taking account of the firm's risks and its opportunities for managing them. Indeed, this article argues that a comprehensive, value‐maximizing approach to corporate finance must begin with a risk management strategy that incorporates the full range of available risk management products, including the new risk finance products as well as established risk transfer instruments like interest rate and currency derivatives. The challenge confronting today's CFO is to maximize firm value by choosing the mixture of securities and risk management products and solutions that gives the company access to capital at the lowest possible cost.     

Corporate Governance and Labor Relations*

This article begins with the premise that since the corporation involves a symbiotic relationship between labor and capital, a single‐minded focus on shareholder value is likely to be shortsighted, and some degree of employee influence on corporate governance has the potential to increase an organization's efficiency and value. But the set of findings and implications that emerge from the author's analysis is a complicated one. On the one hand, “moderate” levels of employee ownership (for example, the 6% ownership of the average American ESOP) are associated with increases in corporate productivity and values as well as worker morale and productivity. On the other hand, majority employee ownership and corporate ownership and governance systems like “co‐determination” that give labor a major say on governance issues often lead to worker‐management alliances that end up hurting the firm's investors—and, in the longer run, the workers themselves— by reducing competitiveness. The author ends with a call for a balanced governance system that, while aiming to maximize the total value of the enterprise, seeks to encourage the participation and emotional allegiance of workers—and indeed all important corporate stakeholders.     

EVA AND THE "NEW ECONOMY"

Some have observed that the new economy means the end of the EVA performance measurement and incentive compensation system. They claim that although the EVA system is useful for oldline companies with heavy investments in fixed assets, the efficient management of investor capital is no longer an imperative for newage firms that operate largely without buildings and machinery–and, in some cases, with negative working capital. This article argues that EVA is not only suitable for the emerging companies that lead the new economy, but even more important for such firms than for their “rust belt” predecessors. While there may be a new economy in terms of trade in new products and services, there is no new economics– the principles of economic valuation remain the same. As in the past, companies will create value in the future only insofar as they promise to produce returns on investor capital that exceed the cost of capital. It has made for sensational journalism to speak of companies with high valuations and no earnings, but this is in large part the result of an accounting framework that is systematically flawed. New economy companies spend much of their capital on R&D, marketing, and advertising. By treating these outlays as expenses against current profits, GAAP accounting presents a grossly distorted picture of both current and future profitability. By contrast, an EVA system capitalizes such investments and amortizes them over their expected useful life. For new economy companies, the effect of such adjustments on profitability can be significant. For example, in applying EVA accounting to Real Networks, Inc., the author shows that although the company reported increasing losses in recent years, its EVA has been steadily rising–a pattern of profitability that corresponds much more directly to the change in the company's market value over the same period. Thus, for stock analysts that follow new economy companies, the use of EVA will get you closer to current market values than GAAP accounting. And for companies intent on ensuring the right level of investment in intangibles– neither too much nor too little– EVA is likely to send the right message to managers and employees. The recent decline in the Nasdaq suggests that stock market investors are starting to look for the kind of capital efficiency encouraged by an EVA system.     

Delaware Public Benefit Corporations: Widening the Fiduciary Aperture to Broaden the Corporate Mission

As a past practitioner of corporate law in Delaware for 26 years who remains convinced that the for‐profit corporation remains the best vehicle for raising and allocating private capital, the author nevertheless also believes that the stockholder primacy model that currently animates corporate fiduciary principles is too narrow. In the excerpts from his new book that make up this article, the author describes the “benefit corporation,” which introduces a corporate governance model based on stakeholder principles. This model encompasses a more complete recognition of the complex interdependencies between all aspects of a global society, and of the responsibility of corporations to reflect those interdependencies in their decision‐making. Although initially a skeptic, the author now believes that benefit corporation law offers an important opportunity for companies to align the interests of their investors with those of their stakeholders in a potentially value‐increasing way that is discouraged by traditional corporate law. State legislatures began authorizing benefit corporations in 2010, and they are now available in 32 U.S. jurisdictions. Over 3,000 benefit corporations have been formed. What's more, they are raising capital from traditional funders, including venture capitalists, and at least one benefit corporation has already gone public. As the author says in closing, “the stakeholder governance model facilitated by benefit corporations provides a clear path to a future of shared value creation, and some investors and corporations have started down that path.”     

FREE CASH FLOW AND PUBLIC GOVERNANCE: THE CASE OF ALASKA

In a widely cited 1986 article in the American Economic Review, Michael Jensen gave the concept of free cash flow (FCF) a new twist by redefining it as cash flow in excess of that required to fund all projects with positive net present values. Put another way, FCF represents funds available in the firm that managers may choose to hold as idle cash, return to shareholders, or invest in projects with returns below the firm's cost of capital. In redefining FCF in this way, Jensen converted FCF from a measure of economic income and value into a measure of corporate assets available for discretionary, and potentially value‐destroying, use by firm managers. And, as he argued in his important article, managers in mature businesses with substantial free cash flow have a tendency to destroy value by plowing too much capital back into those businesses or, often worse, making ill‐advised acquisitions in unrelated businesses. Several methods have been developed in financial markets and internal corporate governance systems to discourage managers from wasting FCF. Better monitoring by boards of directors, large ownership blocks, and properly aligned management compensation contracts are all parts of the solution. And the extraordinary increase in stock repurchases in recent years, invariably applauded by investors, is another illustration of the market's success in encouraging companies to address their free cash flow problems. But if the “FCF problem” of the private sector has attracted considerable attention from finance scholars, the problem is even more acute in the public sector, where FCF can be thought of as tax revenue in excess of what is required to finance well‐defined and generally accepted levels of public services. Unlike the private sector, in the public sector there are neither measures nor mechanisms by which to monitor and constrain wasteful spending by elected officials. In this article, the authors attempt to measure the costs to taxpayers of government FCF using the case of Alaska, which since 1969 has received a huge windfall of tax revenue from North Slope oil leases. After examining the state's public finances from 1968 through 1993, the authors offer $25 billion as a conservative estimate of the social losses from Alaska's waste of free cash flow during that 25‐year period.