shareholder value

Valuation: Measuring and Managing the Value of Companies

by Tim Koller, McKinsey, Company Inc., Marc Goedhart, David Wessels, Barbara Schwimmer and Franziska Manoury  · 16 Aug 2015  · 892pp  · 91,000 words

nature of shareholder capitalism. We find that the blame for a poorly performing economy should not xi xii PREFACE be placed on the pursuit of shareholder value creation, but on a misguided focus on short-term performance that is inconsistent with the value-creation principles we describe in this book. Creating value

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for more regulation and fundamental changes in corporate governance. Academics and even some business leaders have called for companies to change their focus from increasing shareholder value to a broader focus on all stakeholders, including customers, employees, suppliers, and local communities. At the extremes, some have gone so far as to argue

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dose of humility and tolerance for ambiguity in defining the purpose of business. But we believe the current debate has muddied a fundamental truth: creating shareholder value is not the same as maximizing short-term 1 Alfred Marshall, Principles of Economics (New York: Macmillan, 1890), 1:142. An annual Gallup poll in

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Institutions,” www.gallup.com. 2 3 4 WHY VALUE VALUE? profits. Companies that confuse the two often put both shareholder value and stakeholder interests at risk. Indeed, a system focused on creating shareholder value isn’t the problem; short-termism is. Banks that confused the two at the end of the last decade precipitated

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a financial crisis that ultimately destroyed billions of dollars of shareholder value, as did Enron and WorldCom at the turn of this century. Companies whose short-term focus leads to environmental disasters also destroy

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shareholder value, not just directly through cleanup costs and fines, but via lingering reputational damage. The best managers don’t skimp on safety, don’t make value-

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to boost shortterm profits, because ultimately such moves undermine intrinsic value that is important to shareholders and stakeholders alike. WHAT DOES IT MEAN TO CREATE SHAREHOLDER VALUE? At this time of reflection on the virtues and vices of capitalism, we believe that it’s critical that managers and boards of directors have

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a new, precise definition of shareholder value creation to guide them, rather than having their focus blurred by a vague stakeholder agenda. For today’s value-minded executives, creating

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shareholder value cannot be limited to simply maximizing today’s share price for today’s shareholders. Rather, the evidence points to a better objective: maximizing a company’

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done. Not surprisingly, the company went through a painful period of rebuilding. Its stock price took years to recover. WHAT DOES IT MEAN TO CREATE SHAREHOLDER VALUE? 5 EXHIBIT 1.1 Correlation between TRS and R&D Expenditures Compound annual growth rate,1 2003–2013, % United States 60 50 40 30 TRS

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it is frequently embedded in corporate governance structures. And we agree that for most companies anywhere in the world, pursuing the creation of long-term shareholder value requires satisfying other stakeholders as well. You can’t create long-term value without happy customers, suppliers, and employees. We would go even further. We

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also builds stronger economies, higher living standards, and more opportunities for individuals. Our research shows, for example, that many corporate social-responsibility initiatives also create shareholder value, and that managers should seek out such opportunities.5 For example, IBM’s free Webbased resources on business management not only help to build small

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, without making trade-offs among them. For example, Cornell Law School professor Lynn Stout’s book The Shareholder Value Myth argues persuasively that nothing in U.S. corporate law requires companies to focus on shareholder value creation.6 But her argument that putting shareholders first harms nearly everyone is really an argument against short

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’t provide an answer. A shareholder focus does: pay wages that are just enough to attract quality employees and keep them 6 L. Stout, The Shareholder Value Myth: How Putting Shareholders First Harms Investors, Corporations, and the Public (Oakland, CA: Berrett-Koehler, 2012). 7 R. E. Freeman, J. S. Harrison, and A

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a company should charge for its products. A shareholder focus would weigh price, volume, and customer satisfaction to determine a price that creates the most shareholder value. However, that price would also have to entice consumers to buy the products—not just once, but multiple times, for different generations of products. A

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also true that value-creating companies create more jobs. When examining employment, we found that the U.S. and European companies that created the most shareholder value in the past 10 years have shown stronger employment growth (see Exhibit 1.2).10 9 Some argue that well-functioning markets also need well

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, the failure of governments and long-term investors to step up and play their roles effectively can be what leads to the largest divergence between shareholder value creation and the impact of externalities. Failure to price or control for externalities will lead to a misallocation of resources. Shareholder capitalism has taken its

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examples of the margins and capital requirements for new products. 26 FUNDAMENTAL PRINCIPLES OF VALUE CREATION EXHIBIT 2.7 Value Creation by Type of Growth Shareholder value created for incremental $1.00 of revenue, $ 1 T pe of growth Ty Introduce new products to market 1.75–2.00 Expand an existing

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to worry about risk. The unique risks that any particular company faces of, say, running into business trouble or, even worse, bankruptcy (which clearly destroys shareholder value) are not priced into the cost of capital. Companies certainly do need to worry about the effects of such unique risk, as well as general

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/book value of equity. Market value/capital2 Market value/capital2 TRS, 2000–20071 Constant 0.071 (8.537) 0.089 EPS volatility No Relationship between Shareholder Value and Earnings Variability Dependent variable TRS, 2000–20071 EXHIBIT 5.11 (–4.729) –0.173 (–0.902) 0.273 (1.128) (–0.730) –0.519

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coverage, a broader shareholder base, improved liquidity, higher governance standards, and better access to capital. But our analysis does not find any significant impact on shareholder value from cross-listings for companies in the developed markets of North America, Western Europe, Japan, and Australia.34 We found no decline in share price

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to the debt holders. In contrast, increasing the odds of a successful launch has a much greater impact on shareholder value. Increasing the success probability from two-thirds to three-fourths would boost shareholder value by more than 10 percent. THE ART OF VALUATION Valuation can be highly sensitive to small changes in assumptions

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to bring expenses in line with 422 NONOPERATING ITEMS, PROVISIONS, AND RESERVES revenues as a part of our initiatives to enhance short- and long-term shareholder value. We expect that the execution of this plan will result in total costs of approximately $425 million to $450 million. As Exhibit 19.4 shows

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that inflation unexpectedly increases by 10 percent. Explain why a company’s ROIC then needs to increase by more than 10 percent to preserve its shareholder value. 8. In conditions of high inflation, nonmonetary assets tend to be stated on the balance sheet at values far below their replacement costs. Inventory accounting

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Specific Companies The value driver tree is a systematic method for analytically and visually linking a business’s unique value drivers to financial metrics and shareholder value. Each element of financial performance is broken down into value drivers. Exhibit 26.4 shows a simple value driver tree developed for a manufacturing company

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, except at very low levels of interest coverage (below 2) rarely seen for large, investmentgrade companies.15 Compare that with the much bigger impact on shareholder value of key value drivers such as return on invested capital (ROIC) and growth. 14 Applying the APV methodology to the value driver formula and discounting

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an optimal capital structure, it is much easier to find an effective structure—that is, one that cannot clearly be improved upon in terms of shareholder value creation because it is somewhere in the relatively flat range of the valuation curves of Exhibits 29.2 and 29.3. Exhibit 29.4 shows

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companies will have difficulty boosting their share prices by accessing so-called cheap funding, however complex the funding structures are. Nevertheless, financial engineering can create shareholder value under specific conditions, both directly (through tax savings or lower costs of funding) and indirectly (for example, by increasing a company’s debt capacity so

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, which would lower the option’s value. MANAGING FLEXIBILITY Contingent valuation is an important tool for managers trying to make the right decisions to maximize shareholder value when faced with strategic or operating flexibility. In actual practice, however, flexibility is never as well defined and straightforward as in the preceding examples. Much

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-side analysts, 689 Sensitivity analysis, 339, 342–344 Shareholder capitalism, 6–10 Shareholder payouts, 663–668 Shareholder returns. See Total returns to shareholders (TRS) The Shareholder Value Myth (Stout), 7 Share repurchases, 38–39, 197, 649, 664–668 Short-termism, 11–14 Siemens, 629, 640 Simplified intermediate forecast, 230 Single-path DCF

The Intelligent Investor (Collins Business Essentials)

by Benjamin Graham and Jason Zweig  · 1 Jan 1949  · 670pp  · 194,502 words

top executives to reap multimillion-dollar paydays by selling their own stock options in the name of “enhancing shareholder value.” A substantial amount of anecdotal evidence, in fact, suggests that managers who talk about “enhancing shareholder value” seldom do. In investing, as with life in general, ultimate victory usually goes to the doers, not

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of $3.53 per share and repurchased it at an average price of $18.26. Sell low, buy high: Is this any way to “enhance” shareholder value?19 By 2002, Oracle’s stock had fallen to less than half its peak in 2000. Now that its shares were cheaper, did Oracle hasten

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Emerson, Ralph Waldo Emerson Electric Co. Emery Air Freight Emhart Corp. employee-purchase plans employees: stock options for. See also managers/management endowment funds “enhancing shareholder value,” Enron Corp. enterprising investors. See aggressive investors EPS. See per-share earnings Erie Railroad ethics eToys Inc. Eversharp Co. exchange-traded index funds (ETFs) Exodus

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and passive; activism of; beginning; consistency of; controlling behavior of; courage of; definition of long-term; discipline of; and dividends; elderly; emotions of; and “enhancing shareholder value,”; expectations for; functions of; Graham’s comments about; inflation and; as intelligent owners; interests of; investment contract of; ironical situation of managers as; and managers

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; and aggressive investors; and bargains; Buffet’s comments about; business vs. stock-market; and dealings with brokerage houses; and defensive investors; dependability of; and “enhancing shareholder value,”; financial analysts as creating; and history and forecasting of stock market; importance of; inflated; and inflation; and investment funds; and investor-management relations; and margin

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for Navistar. * For more of Graham’s thoughts on shareholder activism, see the commentary on Chapter 19. In criticizing Harvester for its refusal to maximize shareholder value, Graham uncannily anticipated the behavior of the company’s future management. In 2001, a majority of shareholders voted to remove Navistar’s restrictions against outside

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obligation to prevent—in so far as they are able—the establishment of either absurdly high or unduly low prices for their securities.” Thus, enhancing shareholder value doesn’t just mean making sure that the stock price does not go too low; it also means ensuring that the stock price does not

Corporate Finance: Theory and Practice

by Pierre Vernimmen, Pascal Quiry, Maurizio Dallocchio, Yann le Fur and Antonio Salvi  · 16 Oct 2017  · 1,544pp  · 391,691 words

a few examples are L’Oréal, Johnson & Johnson, Singapore Airlines, Apple and BMW. Cost-cutting strategies can only be temporary and they cannot durably create shareholder value. Cost-cutting only works in the short term and only if it gives rise to a strategy of profitable growth. Shareholders entrust their money to

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calculation, we assume that the planned investments will generate a return to infinity. Bibliography For a general overview of value creation indicators: Boston Consulting Group, Shareholder Value Metrics, Shareholder Value Management, Boston Consulting Group, 1996. T. Copeland, What do practitioners want?, Journal of Applied Finance, 12(1), 5–11, Spring/Summer 2002. T. Copeland

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. R. Dobbs, T. Koller, Measuring long-term performance, The McKinsey Quarterly, special edition: Value and Performance, 17–27, 2005. P. Fernandez, J. Aguirreamalloa, L. Corres, Shareholder value creators in the S&P 500: 1991–2010, Working Paper IESE, February 2011. M. Friedman, The social responsibility of business is to increase its profits

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for B. The capital increase creates value for the creditors (2.1 for A and 10.1 for B), but destroys the same amount of shareholder value. Accordingly, this is not a simple transfer of value. No, because unlike the capital increase, an increase in debt level will reduce the value of

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even set rating targets (Pepsi, Diageo and Vivendi, for example). This can seem paradoxical in two ways: although all financial communication is based on creating shareholder value, companies are much less likely to set share price targets than rating targets; in setting rating targets, companies have a new objective: that of preserving

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traumatic and messy and almost always leads to a fall in the share price. So, in seeking to preserve a financial rating, it is also shareholder value that management is protecting, at least in the short term. A downgrade can also have an immediate cost if the company has issued a bond

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by the amount of profit that it reinvests. This much occurs almost automatically, one might say. The performance of a strategy that seeks to create “shareholder value” is measured by the extent to which it increases the value of shareholders’ equity by more than the amount of reinvested earnings. The apparent cost

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conclusions, which in our view provides no new insight into the subject. Their results15 show that good corporate governance does lead to the creation of shareholder value. Bauer, Guenster and Otten have shown that the shares of groups listed on the FTSE 300 that were given a good rating for their corporate

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disreputable behaviour on the part of managers and the inequitable treatment of minority shareholders. Research has shown that the best guarantee for the creation of shareholder value is the strong motivation of the management team, rather than a perfect system of corporate governance. If a company manages to achieve both at the

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, Journal of Finance, 69(3), 1167–1196, June 2014. V. Cuñat, M. Gine, M. Guadalupe, The vote is cast: The effect of corporate governance on shareholder value, Journal of Finance, 67(5), 1943–1977, October 2012. C. Doidge, G. Karolyi, R. Stulz, Why do countries matter so much for corporate governance?, Journal

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them loyal? Good financial performance, candid financial communication, a share price that reflects the company’s value and skilled managers who respect the principles of shareholder value and corporate governance. 7. Summary of some national regulations The EU issued a directive on public offers which was translated into national legislation and lays

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ratio is, the more attractive it is for the company to make acquisitions. The potential immediate rerating after the merger does not guarantee creation of shareholder value. In the long run, only the new group’s economic performance will enable it to maintain its high P/E multiple. 5. Which way should

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value lie in a merger? Why are the legal procedures related to mergers so onerous? In what circumstances can a demerger lead to creation of shareholder value? And value for creditors? Can the success of a merger be judged by comparing the market performance of the new entity with that of the

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Offered Rate. 6 Also called Asian options. Bibliography On the theory behind the purpose and practice of hedging: T. Adam, C. Fernando, Hedging, speculation and shareholder value, Journal of Financial Economics, 81(2), 283–309, August 2006. K. Ben Khediri, D. Folus, Hedging and financing decisions, Bankers, Markets & Investors, 98, 28–38

Stolen: How to Save the World From Financialisation

by Grace Blakeley  · 9 Sep 2019  · 263pp  · 80,594 words

on debt, which transfer money from people who don’t own capital to people who do. Rising household debt, booming property prices, the enforcement of shareholder value and the financialisation of the state all transfer money from those who don’t own assets to those who do, without creating anything new in

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, or even workers. Instead, the corporate culture of one of the greatest technology companies in the world has been reshaped around a single imperative: maximising shareholder value. Describing the transformation of IBM in this way is not meant to imply that Thomas Watson Jr was a particularly saintly individual, or that today

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that has not been a progressive development. But the change in business discourse — from an emphasis on stakeholder value, with workers at the core, to shareholder value, with workers coming last — reveals a deep change in the way corporations are run. Today’s corporations have become thoroughly financialised, with some looking more

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idea that the ruthless pursuit of profit was the only responsibility of any corporation.5 This translated into a simple imperative for corporate executives: maximise shareholder value.6 The valorisation of profit was cemented as managers’ pay packages were linked to share prices, ensuring that they would faithfully pursue the interests of

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their shareholders. As neoliberals gained control of many political parties, states actively began to encourage such behaviour. The ideology of shareholder value was institutionalised in a corporate code that reinforces the idea that the function of a business is to maximise its profits, consequences be damned. The

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rise of the institutional investor and shareholder value ideology have had a lasting impact on corporate power in both the US and the UK.7 Most corporations are now structured around the interests

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that has emerged from these changes would be unrecognisable to the CEOs of the 1950s. Some have argued that this focus on the maximisation of shareholder value represents a perversion of an otherwise benign capitalist system, and that the triumph of the “takers” over the “makers” is a development that we should

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the largest pensions pool in the EU.29 It is not a coincidence that corporations began to be governed based on the logic of maximising shareholder value just as institutional investors from around the world emerged as some of the most powerful actors in the City. Historically, these pools of capital have

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used in the most efficient way possible. This change in corporate governance has also been reinforced and embedded by the emergence of a new ideology: shareholder value. Together, the increasing power of investors and the emergence of an ideology to support this power has led to the financialisation of the non-financial

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being used as piggy banks for rich shareholders. This, according to the CEO of General Electric, makes shareholder value “the dumbest idea in the world”34. But like many dumb ideas that enrich the powerful, shareholder value took off in the 1980s — and nowhere more so than in the City of London. Corporate Raiders

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pounds to the Conservatives over the course of his business career. The root of James Hanson’s success was his commitment to the religion of shareholder value. Thatcher admired Hanson not simply because of his political donations, but because she saw Hanson Trust as the future of the new economy, and the

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profits is wasteful and inefficient. From here, it is a short leap to arguing that the singular purpose of any corporation should be to maximise shareholder value — with the share price used as the proxy for profitability. Because neoclassical economic theory assumes that equity markets are efficient, it also assumes that current

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expect the enterprise to make in the future, and how much of that profit they expect the firm to distribute to shareholders. The argument for shareholder value therefore proceeded from “businesses’ sole aim is to maximise profits”, through to “boosting the current share price is the best way to maximise profits”. But

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place in the 1980s had little to do with making the economy work better, and everything to do with changing who the economy worked for. Shareholder value became so dominant precisely because it benefitted those with the power. As a result, it quickly colonised management theory and practice, transforming corporate governance by

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like business owners — ruthlessly pursuing profit at every turn. Adherence to the flawed ideology of shareholder value has created a set of deep-seated problems with British capitalism.40 As you would expect, the ideology of “shareholder value” encouraged companies to distribute their profits to shareholders rather than distributing them internally or using them

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to retain and properly remunerate workers erodes trust between workers and their employers, which can negatively impact productivity. William Lazonick argued that the rise of shareholder value ideology has led to a transformation in the philosophy of corporate governance — the way in which corporations are run — from “retain and invest” to “downsize

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and distribute”. In other words, the rise of shareholder value has become a mechanism for redistributing the profits of business away from workers and towards corporate executives and current shareholders. This has, in the words

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share buybacks to the neglect of investment, skyrocketing C-suite compensation and misallocation of resources in the economy”.41 Elsewhere the Economist recently argued that shareholder value has become “a license for bad conduct, including skimping on investment, exorbitant pay, high leverage, silly takeovers, accounting shenanigans and a craze for share buy

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on productive economic activity. Even as these problems became obvious over the course of the 1980s, there were no attempt in the UK to constrain shareholder value ideology, perhaps because it was benefitting some of the wealthiest and most powerful people in society. Realising they had opened Pandora’s box, regulators in

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being targeted by the hostile party. But in the UK, the stock market crash did nothing to dampen the corporate raiding culture. In fact, the shareholder value ideology was positively encouraged by politicians like Thatcher. The infamous City Code created one of the most permissive takeover regimes in the world.52 It

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, the City Code institutionalised the power of corporate raiders, activist investors, and other short-term shareholders who would come to act as the enforcers of shareholder value ideology. From Thatcher’s perspective, and from that of her friends in the Mont Pelerin Society, corporate raiders like Hanson were heroes, charging into corporate

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needed. The Economist wrote in Hanson’s obituary that his company’s focus on the maximisation of shareholder value had become “standard business practice”. From Downsize and Distribute to Merge and Monopolise The pursuit of shareholder value made many companies profitable in the short-term, but over the long-term low rates of investment

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, low-wage, low-demand doom-loop, we’ve seen corporate profits rising on average. What’s been going on? As Jack Welch has pointed out, shareholder value — as interpreted by the corporate raiders of the 1980s — really is the dumbest idea in the world. Many of those companies that cut investment, loaded

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been bought up by bigger corporations in the wave of M&A activity that has taken place since the 1980s. The most successful advocates of shareholder value haven’t been the downsizers or the distributers, but a small number of huge mergers and monopolisers. Corporations have learnt to adapt to the pressures

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like banks — rather than loading up on debt, they’ve been lending to other companies.53 This is perhaps the most important hangover of the shareholder value ideology and the corporate raiding culture it entailed: a massive increase in the number of monopolies and oligopolies.54 The macroeconomic link between investment and

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take place simply because Thatcher deregulated the City, or because firms suddenly made a collective decision that it would be in their interests to maximise shareholder value. The changing corporate culture in the UK reflects broader changes in the global economy. In this sense, whilst it has created a number of severe

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problems with the functioning of the economy, it doesn’t really make sense to think of the rise of shareholder value as a corruption of a purer form of capitalist accumulation. The reason corporations are now run in the interests of shareholders rather than workers is

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financial elites that had brought her to power. Her reforms to the stock market, the removal of restrictions on capital mobility and the rise of shareholder value ideology had ushered in a new world order for corporate Britain.21 Profitability was restored, and businesses no longer had to worry about the problem

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had assumed, and “less amenable to a one-off fix”. In fact, rising inequality is an inherent part of finance-led growth. The growth of shareholder value ideology during the 1980s meant that companies were more focused on increasing their profits and distributing the returns to shareholders than paying and retaining their

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to allow them to borrow cheaply. But as firms have become financialised, the interests of these two groups have merged.37 Amongst businesses committed to shareholder value, high profits mean high returns for investors, eroding investors’ commitment to high interest rates. Bankers themselves also tend to rely less on high interest rates

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debt overhang has led to falling rates of consumption by households, feeding into lower investment by businesses — already constrained due to the rentier logic of shareholder value orientation. Together, these factors have created a severe problem of insufficient domestic demand, which has only been exacerbated by austerity in the UK. Workers, businesses

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. The PAM should take up a role as an activist investor in the corporations whose stock it owns. But rather than pressuring companies to maximise shareholder value, it should use its shareholdings to support the objectives of the Green New Deal. For example, encouraging sustainable business practices, promoting internal democracy, reducing pay

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: Oxford University Press 28 Gamble (1994) Chapter Two Vulture Capitalism: The Financialisation of the Corporation 1 This account draws on: Gavett, G. (2013) “Has Maximizing Shareholder Value Gone Too Far?”, Harvard Business Review https://hbr.org/2013/08/has-maximizing-shareholder-val.html; Denning, S. (2014) “Why IBM is in Decline”, Forbes

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/sites/stevedenning/2014/05/30/why-ibm-is-in-decline/#395c5ce53e48; Yang, J L (2013) “Maximizing shareholder value: The goal that changed corporate America”, Washington Post, 26 August. https://www.washingtonpost.com/business/economy/maximizing-shareholder-value-the-goal-that-changed-corporate-america/2013/08/26/26e9ca8e-ed74-11e2-9008-61e94a7ea20d_story.html?utm

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-workers-for-wall-street-numbers 3 Mourdoukoutas, P. (2011) “Do Mergers and Acquisitions Enhance or Destroy Shareholder Value?”, Forbes, 4 October. https://www.forbes.com/sites/panosmourdoukoutas/2011/10/04/do-mergers-and-acquisitions-enhance-or-destroy-shareholder-value/#758c440ae9a9 4 Randall Wray, L. (2009) “The Rise and Fall of Money Manager Capitalism: A

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on the Wage Share: A Theoretical Clarification And Empirical Test”, Post-Keynesian Economics Society Working Paper 1802.; Lazonick, W. and O’Sullivan, M. (2000) “Maximizing Shareholder Value: A New Ideology for Corporate Governance”, Economy and Society, vol. 29; Aglietta, M. and Breton, R. (2010) “Financial Systems, Corporate Control and Capital Accumulation”, Economy

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Control and Capital Accumulation’ Economy and Society, vol. 30; Haldane (2005); Kay (2011) 33 Lawrence (2017); Kay (2012) 34 Denning, S (2017) “Making Sense Of Shareholder Value: ‘The World’s Dumbest Idea”, Forbes, 17 July. https://www.forbes.com/sites/stevedenning/2017/07/17/making-sense-of

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-shareholder-value-the-worlds-dumbest-idea/#5df3a25f2a7e 35 This account draws on: Economist (2004) Lord of the Raiders, 4 November. https://www.economist.com/business/2004/11/

The Snowball: Warren Buffett and the Business of Life

by Alice Schroeder  · 1 Sep 2008  · 1,336pp  · 415,037 words

Buffett, Weill saw it as a chance to beat Buffett at his own game. Buffett hailed Weill for the decision as a genius at building shareholder value.14 And Travelers paid $9 billion for Salomon, bailing Buffett out of his problem-child investment.15 Meriwether, who knew that Buffett liked owning casinos

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to Withhold Votes for Buffett,” Atlanta Business Chronicle, April 9, 2004. 15. In “The Rise of Independent Directors in the U.S., 1950–2005: Of Shareholder Value and Stock Market Prices” (Stanford Law Review, April 2007), Jeffrey N. Gordon concludes, “One of the apparent puzzles in the empirical corporate governance literature is

Deep Value

by Tobias E. Carlisle  · 19 Aug 2014

replace them with new directors. In a proxy contest, competing slates of directors argue why they are better suited to run the company and enhance shareholder value. If he didn’t succeed through the proxy contest, he could launch a tender offer or sell his position back to the company in a

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?” The main problem—capitalized in the letter—was that, “SEVERE PROBLEMS IN MANUFACTURING HAVE RESULTED IN A SIGNIFICANT DESTRUCTION OF NEAR-TERM AND LONG-TERM SHAREHOLDER VALUE.” Icahn charged that the board was “asleep at the wheel” and described Termeer as “King of the Company.” The company had “permanently lost revenues and

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non-essential assets—also generated significant returns in excess of the market of 4.37 percent. Activist campaigns with no stated goal other than improving shareholder value, efficiency, or simple undervaluation, generated a return of 4.99 percent over the market. Brav et al. found that campaigns targeting capital structure and corporate

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terms they can get. The research on activism bears out Graham’s thesis. An engaged shareholder can reduce agency costs by concentrating managers on creating shareholder value instead of pursuing other agendas. Any shareholder may do this, but, as Graham suggests, it does require that they realize their power as owners. Activist

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acquisitions, disgorge excess cash and optimize the capital structure, or press for a sale of the company, all of which are designed only to improve shareholder value. As a portfolio, companies with the conditions in place for activism offer asymmetric, market-beating returns. Activists exploit these properties by taking large minority stakes

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officially put the company up for sale and to consider other alternatives such as an LBO or recapitalization of the Company in order to maximize shareholder value. Loeb’s letter had the intended effect. In December Agribrands broke off its merger with Ralcorp, and entered into an agreement to be acquired by

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can address several problems. Here they are listed from most common to least common: 1. Undervaluation: The campaign is couched only in terms of “maximizing shareholder value.” More than half—50.7 percent—of the engagements studied by Brav et al. fell into this category. 2. Operational inefficiency: The activist targets general

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share. His solution was for Apple to issue to existing shareholders “iPrefs”— high-yielding preference shares—which, said Einhorn, would allow Apple to “unlock significant shareholder value” by reducing the cash on its “bloated balance sheet.”18 He wasn’t the only activist to complain about Apple’s huge cash stockpile. Shortly

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become “ownership conscious.”27 The research on activism bears out Graham’s thesis. An engaged shareholder can reduce agency costs by concentrating managers on creating shareholder value instead of pursuing other agendas. Shareholder activists may pursue a multitude of agendas, not necessarily seeking to improve intrinsic value or remove a market price

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and acquisitions, disgorge excess cash and optimize capital structures, or press for a sale of the company, all of which are designed only to improve shareholder value. As a portfolio, companies with the conditions in place for activism offer asymmetric, market-beating returns. Activists exploit these properties by taking large minority stakes

Why We Can't Afford the Rich

by Andrew Sayer  · 6 Nov 2014  · 504pp  · 143,303 words

helps to fund business, perhaps an enterprising one. However, significant innovation takes considerable time and resources, so particularly where businesses are under pressure to deliver shareholder value in the short term, this may stifle entrepreneurial behaviour. The spectacle of major firms spending more on buying back their own shares, so as to

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only 1.4% after 1980.29 Driven partly by the rise of big institutional ‘investors’ such as pension funds, insurance companies and mutual funds, the shareholder value movement took off, seeking to make companies distribute more of their profits to shareholders. In France and the US, dividends paid out rose from 30

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only the top 2% who had a significant share of this non-wage income.31 Whatever the consequences, the shareholders had to be fed. The shareholder value movement changed the nature of the firms. Instead of coherent groups of activities required for producing particular goods and services for profit, companies came to

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they have similar interests to the external protectors. ‘The dumbest idea in the world’ Pressure on BP management to cut costs in order to deliver shareholder value is alleged to have led BP to skimp on vital safety measures at the well that blew up in the Gulf of Mexico Deepwater Horizon

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-up.32 Jack Welch, the former General Electric chief, who is thought to have coined the term ‘shareholder value’ in 1981, finally acknowledged the error of his ways in 2009, saying: ‘On the face of it, shareholder value is the dumbest idea in the world . . . Your main constituencies are your employees, your customers and

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in which they took in households’ and firms’ deposits and lent money out to others. Increasingly they used their other resources to speculate and deliver shareholder value by leveraging – borrowing money cheaply in money markets in order to make bigger ‘investments’ (bets on the value of financial assets). As we saw in

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of gains for the rich and super-rich, often indirectly putting those very employees’ jobs at risk from post-takeover cost-cutting to deliver more shareholder value. Some firms were bought and sold several times by different private equity firms, and in some cases were made to take on still more loans

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executives to cash out (sell) at inflated prices.98 Comparing the US unfavourably to Germany, where shareholder value has had limited effect, William Tabb writes: ‘The use of stock options to encourage executives to maximize shareholder value weakened American capitalism to an incalculably dramatic extent.’99 CEOs need to be well networked in order

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was some blurring of the line between the two sectors as non-finance companies also sought gains through financial products. The growing stranglehold of the shareholder-value regime, the enfeeblement of organised labour under competition from cheap labour overseas and political attacks at home and the resulting stagnation of consumer demand have

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the spirit of the law. The second myth is that corporations have a duty to avoid tax in order to meet their obligation to maximise shareholder value. But there is no such obligation in law. Tax havens compete with one another to attract the rich and their wealth, creating a race to

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make such behaviour probable. Deregulated, neoliberal finance actively encourages malpractice. In volatile, fiercely competitive financial markets, with constant pressure for short-term gains that deliver shareholder value, ruthlessness, including aggressive tax avoidance and/or evasion, is essential for success, at both corporate and individual level. Hormonal traders The financial sector is and

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workers should be able unilaterally to close businesses if it suits them. Democracy stops at the workplace door, at present. With the tyranny of the shareholder value movement over the last 40 years, this absurdity has worsened. It is essential that this situation is reversed, both as a matter of justice and

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been more generous in the past and could be again in the future. Given that private pensions would be threatened by the ending of the shareholder value model, state pensions would need to increase quickly. People could still of course save privately to top up their state pensions, although again, they should

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the Bank of England argues that in view of this, banks inevitably increased risks to maximise shareholder value: ‘For shareholders, the sky is the limit but the floor is always just beneath their feet. To maximise shareholder value, therefore, banks need simply to seek bigger and riskier bets.’ Haldane, A. (2012) ‘The doom loop

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. 32 Alternet (2012) ‘“The Dumbest Idea in the World”: Corporate America’s False – and Dangerous – Ideology of Shareholder Value’, 29 August, http://www.alternet.org/economy/dumbest-idea-world-corporate-americas-false-and-dangerous-ideology-shareholder-value. 33 Financial Times (2009) 12 March, http://www.ft.com/cms/s/0/294ff1f2-0f27-11de-ba10

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the derivative products their own companies were selling. See Crotty, J. (2010) ‘The bonus-driven “rainmaker” financial firm: how these firms enrich top employees, destroy shareholder value and create systemic financial instability’, pp 74ff, http://people.umass.edu/crotty/RMFC%20paper%20-%20July%202010.pdf. 54 Münchau, W. (2010) ‘Time to outlaw

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wage bill’, The Observer, 16 January. 108 Cited in Crotty, J. (2010) ‘The bonus-driven “rainmaker” financial firm: how these firms enrich top employees, destroy shareholder value and create systemic financial instability’, pp 74 ff, http://people.umass.edu/crotty/RMFC%20paper%20-%20July%202010.pdf. This section owes much to this

Other People's Money: Masters of the Universe or Servants of the People?

by John Kay  · 2 Sep 2015  · 478pp  · 126,416 words

bulletins report daily on what is happening in ‘the markets’ – by which they mean securities markets. Business policy is dominated by finance: the promotion of ‘shareholder value’ has been a mantra for two decades. Economic policy is conducted with a view to what ‘the markets’ think, and households are increasingly forced to

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markets. Not, in general, because they needed to raise capital for their businesses, but because the times dictated fresh priorities. Companies were encouraged to pursue ‘shareholder value’.31 Many chief executives came to see themselves as meta-fund managers, buying and selling a portfolio of companies rather as asset traders might buy

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close any business in which it was not number one or number two. This occasion is widely described as the beginning of the application of shareholder value principles in American business: and as he implemented this strategy over the following two decades, Welch became America’s most admired business leader.32 In

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the phrase ‘the market for corporate control’.33 The right to manage a corporation was an asset that could be bought and sold. Neglect of ‘shareholder value’ exposed managers to the threat of hostile takeovers. In the 1980s this threat intensified when Michael Milken of Drexel Burnham Lambert invented ‘junk bonds’, and

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for corporate control’ fitted with the process of financialisation and the rise of the trading culture. Managers who gave insufficient attention to the goal of ‘shareholder value’ were under threat from financial markets. In 1991 Hanson (now itself defunct) took a stake in ICI, then Britain’s largest industrial company. The stake

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class with something they haven’t been served well by historically. That’s my vision. That’s my dream,’ said Reed. ‘My goal is increasing shareholder value,’ Sandy [Weill] interjected, glancing frequently at a nearby computer monitor displaying Citigroup’s changing stock price.37 Weill ousted Reed, but within eight years Citigroup

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by the US government. In an illuminating comment on the financialisation of business, Jack Welch – now long retired from General Electric – would in 2009 proclaim shareholder value ‘the dumbest idea in the world’.38 We are the 1 per cent Ill fares the land, to hastening ills a prey Where wealth accumulates

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to the financial sector, such as accountants and corporate lawyers.) Linking executive bonuses to share prices through options was legitimised by the need to pursue ‘shareholder value’. As share prices rose steadily in the 1980s and 1990s, these options transformed the personal finances of many of these executives. Jack Welch of General

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of trading activity, and ‘activism’ a demand for financial engineering. Businesses are, it is claimed, worth more, or less, than the sum of their parts; shareholder value could be improved by the introduction of higher levels of leverage. Most of this latter activity is, at best, useless, certainly from the perspective of

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Meckling, W.H., 1976, ‘Theory of the Firm: Governance, Residual Claims and Organizational Forms’, Journal of Financial Economics (JFE), 3 (4). Rappaport, A., 1986, Creating Shareholder Value: The New Standard for Business Performance, New York, Free Press. 32. Welch, J.F., 1981, ‘Growing Fast in a Slow-Growth Economy’, speech to financial

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, F.P., 1931, The Foundations of Mathematics and Other Logical Essays, ed. Braithwaite, R.B., London, Kegan, Paul, Trench, Trubner & Co. Rappaport, A., 1986, Creating Shareholder Value: The New Standard for Business Performance, New York, Free Press. Rawnsley, J.H., 1995, Going for Broke: Nick Leeson and the Collapse of Barings Bank

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and a high return on equity 137–8 ‘out of the money option’ 102, 103 and property transactions 155, 156 refinancing established companies 166 and shareholder value 211 tailgating strategy 102, 103, 104 the ‘winner’s curse’ 103, 104 Levin, Sen. C. 282 Levy, Gus 118 Lewis, Ken 300 Lewis, Michael 33

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107 Segarra, Carmen 232 self-financing companies 45, 179, 195–6 sell-side analysts 199 Sequoia Capital 166 Shad, John S.R. 225, 228–9 shareholder value 4, 45, 46, 50, 211 Sharpe, William 69, 70 Shell 96 Sherman Act (1891) 44 Shiller, Robert 85 Siemens 196 Siemens, Werner von 196 Silicon

Value of Everything: An Antidote to Chaos The

by Mariana Mazzucato  · 25 Apr 2018  · 457pp  · 125,329 words

in the Economy How Finance Extracts Value 6. Financialization of the Real Economy The Buy-back Blowback Maximizing Shareholder Value The Retreat of ‘Patient' Capital Short-Termism and Unproductive Investment Financialization and Inequality From Maximizing Shareholder Value to Stakeholder Value 7. Extracting Value through the Innovation Economy Stories about Value Creation Where Does Innovation

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long term. The main way they do this is by using cash reserves to buy back shares from investors, arguing that this is to maximize shareholder ‘value' (the income earned by shareholders in the company, based on the valuation of the company's stock price). But it is no accident that among

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-back programme of up to a staggering $100 billion, partly to ward off ‘activist' shareholders demanding that the company return cash to them to ‘unlock shareholder value'.7 Rather than reinvest in the business, Apple preferred to transfer cash to shareholders. The alchemy of the takers versus the makers that Big Bill

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theories of value and the dynamics of value creation virtually vanished from economics departments, only showing up in business schools in a very new form: ‘shareholder value',13 ‘shared value',14 ‘value chains',15 ‘value for money', ‘valuation', ‘adding value' and the like. So while economics students used to get a rich

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the financialization of the whole economy. In seeking a quick return, short-term finance has affected industry: companies are run in the name of maximizing shareholder value (MSV). MSV arose in the 1970s as an attempt to revitalize corporate performance by invoking what was claimed to be the main purpose of the

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rather than the price of the companies' stocks. (This is the main reason why the overriding objective for the contemporary asset manager is to maximize shareholder value, as measured by the shares' price.) Critics, however, say that private equity firms have a deleterious impact on companies: their aim is to cut costs

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investors' return are forced to join them, by ‘financializing' their production and distribution activities. 6 Financialization of the Real Economy On the face of it, shareholder value is the dumbest idea in the world. Jack Welch, former General Electric CEO, 20091 Finance's extraordinary growth into an economic colossus over the past

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bn ($45 bn) 81% Figure 21. Top ten stock repurchasers in the US (2004-2012), ranked by the absolute amount of share buy-backs8 MAXIMIZING SHAREHOLDER VALUE Share buy-backs boost executive pay. To defend the idea that incentive pay realigns executive and shareholder interests, it is often claimed that share buy

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-backs maximize shareholder value (MSV) and thus improve the efficiency of companies.9 Financial techniques, it is argued, are a legitimate way for managers to improve productivity and therefore

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principal aim of the corporation. In 1970, Milton Friedman published in the New York Times Magazine an article which became the founding text of the shareholder value movement and, in many ways, of corporate management in general. Titled ‘The Social Responsibility of Business Is to Increase its Profits', Friedman's article advanced

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thrived. The result was a body of theory that argued that the only way for companies to be well run was if they maximized their ‘shareholder value'. In this way, investors would indirectly keep company managers accountable. In the decades that followed, an entire intellectual apparatus was created around ‘maximizing

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shareholder value', with new developments in law, economics and business studies. It became the dominant perspective of leading business schools and economic departments. The overriding goal of

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the corporation became that of maximizing shareholder value, as captured in the corporation's share price. However, far from being a lodestar for corporate management, maximizing shareholder value turned into a catalyst for a set of mutually reinforcing trends, which played up short-termism

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, grew in the US in the first decade and a half of the twenty-first century. The arguments of Friedman, Jensen and Meckling suggested that shareholder value was going to waste. So a new type of investor that could capture this leaking value would be instantly rewarded, through bigger dividends or share

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in claiming the return the company generates in excess of the costs associated with other stakeholders in the company.15 For a public company, maximizing shareholder value is effectively the same as maximizing the value of the equity shareholders' investment, as captured in the share price. The same is true, for practical

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. Another constituency shared the managers' interest in rent-seeking: the asset managers, a driving force behind the fashion for breaking up conglomerates to extract greater shareholder value. Economically and socially, asset managers were closer to corporate managers than they were to their real customers, the remote and probably poorly informed members of

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1945 to 1980. It is no secret that about 35,000 of those families have made their fortunes on Wall Street.'34 FROM MAXIMIZING SHAREHOLDER VALUE TO STAKEHOLDER VALUE Shareholder-value ideology is based on shareholders being the ‘residual claimants'. They are the lead risk takers, with no guaranteed rate of return. Friedman summarized

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a triumph for the MSV approach, begged to differ when in 2009 he cited customers, employees and products as the key to that success, denouncing shareholder value as ‘the dumbest idea in the world'. The stakeholder theory of business is more than a theory of how to run a company better; it

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in needed innovations over and above random potentially profitable ones. Treatment of employees is also very important here. When, typically in the name of maximizing shareholder value, a successful company fires experienced employees, it is quite probable that the unlucky victims committed their time to the enterprise in the expectation of sharing

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public partners. The private sector can be transformed by the simple but profound expedient of replacing shareholder value with stakeholder value. This idea has been around for decades, most countries continue to have companies run by shareholder value focused on maximizing quarterly returns. Stakeholder value recognizes that corporations are not really the exclusive private

Secrets of Sand Hill Road: Venture Capital and How to Get It

by Scott Kupor  · 3 Jun 2019  · 340pp  · 100,151 words

—whether voluntarily or otherwise—once she has fully vested, leaving the other cofounder to bear the brunt of managing the business and building long-term shareholder value for many years to come. And, although the remaining cofounder may receive incremental equity grants from the board over time for her continued service, the

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-term incentives—and that the economic rewards of success accrue to those who are remaining with the company over the long term to help increase shareholder value. And incentives are perfectly aligned here between you (as the remaining cofounder) and your VCs: the company retains valuable stock to grant the remaining employees

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one million shares can now be regranted by the company to another current employee of the company, thus providing her an economic incentive to increase shareholder value. However, in the acquisition scenario, founders will often have single-trigger or double-trigger acceleration provisions. In a single-trigger provision, the founder’s stock

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to keep members informed of the business, enabling them to act in a manner that is consistent with their fundamental role of increasing long-term shareholder value for the common stock and, particularly in the case where the value doesn’t materialize, protect themselves against personal liability. You’ll hear lawyers talk

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where possible; (2) consider other possible paths forward (e.g., is there a financing alternative whereby the company remains a stand-alone entity to maximizes shareholder value?); (3) consider incorporating a go-shop provision into an offer they receive from an acquirer to permit other competing bids to surface; and (4) document

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a well-vetted process that shows the board considered all available possibilities to maximize shareholder value. The board is not obligated in all cases to take the highest price; it just has to reasonably maximize shareholder value. So, for example, the board can take a slightly lower offer if it feels that

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