The document discusses relational investing and corporate governance. Relational investing involves committing to not tender shares to a hostile bidder in exchange for improved board representation and internal controls. Relational investors aim to generate excess returns by focusing on long-term investment strategies and acting more like owners of companies through board representation, proxy contests, and relationships. While relational investing can provide asymmetrical rewards and insights, it also involves high costs, retaliation risks, low liquidity, and long holding periods. Good corporate governance, including independent boards and accountability, promotes good decision making and returns for investors.
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Relational and Corporate
Governance Investing
Richard Tullo
Special Situations Analyst
Liberum Research
rtullo@twst.com
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What is Relational Investing?
Relational Investing: A form of investing where an institutional shareholder
commits not to tender their shares to a potential hostile bidder (External
Governance) for improved board representation and internal controls (Internal
Governance).
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The Relational Investing Investment Thesis
Most Equities Are Held By
Passive Index Mutual Funds
Actively Managed Mutual Funds
Trading Hedge Funds (L/S, Macro, Arbitrage)
Pension Plans (Combination of the above)
The Side Effects of These Strategies Are
High Portfolio Turnover
Emphasis Placed On Quantitative Measures
Alpha Generated by Low Trading Costs (Large Portfolios)
Short Term Time Horizon Dominates
Open End Fund Problem
Therefore- The Relational Investor Believes Excess Returns May be
Generated by Focusing on Long Term Investment Strategies
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Relational Investors
Act more like owners of companies
Tend to have a very long term outlook
Participate strategic planning
Assemble management teams
Source of low cost capital
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Tools of Relational Investing
Board Representation
Form 13D
Proxy Contest
Moral Suasion
The Courts
Capital
Relationships
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Investor Vehicle Investment
Warren Buffet Berkshire Hathaway Gilette
Edward Lambert EHL Kmart
Jeff Ubban Value Act Martha Stewart
Christopher Brown Tweedy Brown Hollinger Intl.
Bill Miller Legg Mason Growth Fund Tyco Intl.
Julian Robertson Tiger Fund US Airways
Carl Ichan Ichan Holding Co. TWA
WL Ross WL Ross and Co. LTV Corp.
Ralph Wittworth Relational Partners Mattel
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Relational Investing Pros
Asymmetrical Rewards
Access to management (Reg. FD)
Key Industry Insights
Create your own catalyst
Arrange Mergers
Special Benefits
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Relational Investing Cons
High Costs
Retaliation
Low Liquidity
Ultra Long Term Holding Periods
Corporate Governance Risk
Competition / White Knight
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3 questions?
What is corporate governance?
Why does it matter?
How can it make me a better investor?
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What is corporate governance?
Corporate governance is a set of rules
under which enterprises organize
themselves.
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Corporate governance covers:
Hiring of the CEO
Issuing of securities
Amending of corporate by-laws
Approving of acquisitions
Election of directors
Voting rules
Board responsibilities
Executive compensation
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Corporate Governance’s scope has been expanded to cover:
Legal issues
Patents
Shareholder Lawsuit
Compliance issues
State, Local and Federal
Accounting Controls
Corporate Citizenship
Strategic planning
Initiatives
Disposition and Acquisition of assets
Alliances
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Good Governance
Promotes
Good Decision Making
Promotes
Good Returns
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The three A’s of corporate governance
Acceptance
Ability
Accountability
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The Good
Independent Boards
Separate CEO/Chair
Experience and Diversity
Positive Cash Flow
Cumulative Voting Rights
Organic Growth
Dividends
Real Stock Ownership
No Related Party Transactions
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The Bad
Low Real Stock Ownership
Excessive Stock Sales
Classified Boards
Poison Pills
Growth Through Acquisitions
Combined CEO/Chair
Entrenched Board (Tenure)
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The Ugly
A/B Structure
Conflicted Boards
Excessive Stock or Option Grants
Expanded Stock or Option Grants
Concentrated Stock or Option Grants
Excessive Write-Offs
Federal Investigations
Earnings Restatements
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How to make equity investments the corporate
governance way
Never dismiss corporate governance
Never focus solely on corporate governance
The corporate governance investor calculates the trade
off between fundamental and corporate governance
risk to calculate an acceptable risk reward profile
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Begin Corporate Governance Analysis By:
Review Corporate Filings (Edgar)
10k
Def 14A
8k
10q
S-4
R-144
Search News
Shareholder Lawsuits
Corporate Suits
Investigations
Scan Chat Rooms
Short Stories
Stock Promoting
Industry Investors
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Corporate Governance Trouble Signs
Disconnects
Short vs. Long
Management vs. Reality
Stock Sales
Only make meaningful investments only after
you are comfortable with the governance risk
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Corporate Governance Investing Payoff
Studies say good governance pays
Likely to receive takeover bids
Bankruptcy may be less likely
Reputation less likely to be damaged
More likely to translate good business into good
opportunities for shareholders
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Why does it work?
Lower Cost of Capital
Competitive Advantage
Less Likely to Empire Build
Reduces Expenses and Losses