Review – Asian Godfathers

Asian Godfathers: Money and Power in Hong Kong and Southeast Asia

by Joe Studwell, published 2007

Studwell’s “Asian Godfathers” examines the economic development of Hong Kong, Singapore, Malaysia, Thailand, Indonesia and the Phillipines, which are “linked by powerful, unifying themes… similar historical legacies and a very particular relationship between political and economic power.” In so doing, it helps the reader understand curious facts such as how,

a small region that, concurrently, could not boast a single non-state corporation among the global top 500 [but] none the less accounted for a third of the wealthiest two dozen people on the planet.

The narrative of southeast Asia is that it is rapidly privatizing after a narrow-miss with communism and concentrated state-owned enterprise intervention throughout the 1950s, 1960s and 1970s post-war period and this explains some of the fantastic personal fortunes of various “business families” in the area. But if these supposedly privatized economies can’t boast globally competitive businesses, how are these people managing to get so rich?

The three minor inquiries of this major inquiry are (pg. xii):

  1. why have secretive tycoons come to rule the economies of southeast Asia?
  2. what have they contributed to the region’s overall economic development?
  3. why are they still so powerful when the depth and potency of the Asian Financial Crisis — an event to whose origins they were central — appeared, to many observers, to be likely to emasculate them? (It did not.)

In searching for answers, the book explores several key themes (pg. xiii):

  • historical; the southeast Asian economy is the product of a relationship between political and economic power that developed in the colonial era and was sustained, with a different cast of characters, in the post-colonial era
  • mechanical; a political elite grants to members of an economic elite monopoly concessions, normally in domestic service industries, that enable the latter to extract enormous amounts of wealth, without a requirement to generate the technological capabilities, branded corporations and productivity gains that drive sustainable economic development
  • political; it was expedient for new indigenous political leaderships to nurture their own dependent class of, typically, non-indigenous tycoons who could siphon off economic rents, give a share to their political masters and not pose a threat to political power
  • economic; instead, growth came from a combination of small-scale entrepreneurs, many concentrated and around manufacturing, and a policy of renting out the local labor force to efficient multinational exporters
  • crisis; these arrangements seemed to work acceptably well until the July 1997 onset of the financial crisis
  • repetition; most of the institutional failings revealed by the crisis have not been tackled in the decades since the crisis broke and it remains unclear whether they will be [there could be another crash, as a result]

The introduction to “Asian Godfathers” is outstanding. It is one of the best, most coherent summaries of the major arguments of a comprehensive work such as this that I have come across, so it is worth quoting extensively from it before outlining and commenting on the rest of the book.

First, why is the book called “Asian Godfathers” (pg. xiv)?

The use of the term godfather in this book aims to reflect the traditions of paternalism, male power, aloofness and mystique that are absolutely part of the Asian tycoon story… a very romanticized myth…has grown up around southeast Asia’s tycoons [along with] sub-myths about race, culture, genetics, entrepreneurialism… the entire grounding of economic progress in the region since the end of colonialism.

The Asian tycoons are not just characters in the book, they are characters in real life and they have worked hard to consciously develop their public character themselves. And with regards to character, it is interesting to note that,

Most of Asia’s godfathers are ethnic Chinese.

This would seem to fit into the “historical” theme, as during the colonial period many of the ennobled members of the business community were part of the Chinese diaspora throughout southeast Asia and their relationships with indigenous and colonial governments were similar to the roles and functions which exist today between political and economic elites in the region due to the seeming “special” status a racial or ethnic outsider can obtain in such scenarios.

That being said, Studwell objectively rejects the idea that there is a “culture-centered explanation” for the success of (mostly) Chinese tycoons in southeast Asia, founded on three points:

  1. notions of a cultural imperative ignore historical context; arbitrary decisions made by former colonial powers have led to present-day coincidences, such as the high percentage of “subcontinental ancestry” individuals serving as lawyers and judges in Singapore or Malaysia
  2. the Chinese are non-homogeneous and the Chinese in southeast Asia are typical of the Chinese race in general; Chinese emigres were a self-selected group willing to take significant risks for chances at a brighter future, and they emigrated from geographically, culturally and linguistically different regions around China at different periods of time
  3. the Chinese emigration generally can not be conflated with the godfather phenomenon; while overseas Chinese enjoy above-average incomes in some places, there are also large populations of emigre Chinese who live in poverty similar to the indigenous populations

So does this mean culture and race mean nothing in explaining southeast Asian economic outcomes? Not quite. (pg. xix)

This book argues that these individuals are above all the economic products of the political environment in which they operate and that it is this same political environment that is preventing the region from achieving sustained economic progress. In a worst-case scenario, southeast Asia may be headed towards Latin America-style stagnation and inequality.

So, again, how do these people get so rich? Essentially, they are “asset traders”, trading assets from one political system (Asia) to another (the Western world/global market economy) and they get paid for arbitraging between the two in the form of rents.

Asian godfathers exploit political inefficiency for gain… their companies’ performance in terms of productivity typically lags behind that of the overall economies in which they operate… it is the smaller scale local businesses and the hard work and thrift of ordinary southeast Asians that have driven development.

Interestingly, this is the same argument that was made about the Chinese communist party in control of coastal trading cities and the inland rural entrepreneurs who were driving economic change in China that was put forth in “[amazon text=Capitalism With Chinese Characteristics&asin=0521898102]”. The state-connected actors get all the credit for “producing” measurable trade activity that their political obstructions necessitate, and the contribution of thrifty commercial operators in the domestic economy which are harder to measure and observe go without note despite being at the root of the phenomenon of “third world development” in these regions.

This is one of the central myths shattered by this book– that the mega-wealthy businessmen of southeast Asia are bootstrapped entrepreneurs operating in competitive markets and that Hong Kong and Singapore have grown because they are liberal, free market economies in a world of state intervention and control. The truth is almost exactly the opposite, with the individuals topping the “rich list” representing a group of crony capitalist concessionaires par excellence, and Hong Kong and Singapore in particular representing what happens when you channel large volumes of cash flow through controlled banking and finance regimes, regardless of wider economic or social principles.

This political economic arrangement is not new, and it is not even just colonial. As Studwell argues, it starts with migration pre-dating European control of the region and it relies upon an ancient

racial division of labor in which locals were the political entrepreneurs– focused on the maintenance of political power against indigenous rivals and, later, in partnership with European and American colonists — and outsiders who became economic, and as a corollary bureaucratic, entrepreneurs.

In a sense, there’s really nothing unique or extraordinary about these arrangements. From the dawn of time some groups in society have sought political control over others, which is to say, they seek to live at the expense of the productive people in society. The ancient trade economy resulted in migrant businessmen who proved to be capable administrators not only of their own affairs but also as hired tax farmers and local bureaucrats for the indigenous rulers. Over time, these two groups came more and more to rely upon one another, the businessmen on the rulers for explicit monopoly concessions in return for loyal service, and the rulers on the businessmen for a class of people who could actually get their hands dirty with revenue generation for the state while serving as convenient scapegoats or distractions for the frustrations of the local populace concerning their rule, when need be.

These political arrangements always result in poverty, suffering and gross economic inefficiency. In the case of countries where the governments overtly monopolize or nationalistically control real enterprises, there is the perennial problem of an artificially low supply resulting in artificially high prices. Combined with foreign trade controls which prevent competitive global exports from arriving in their markets, you have the set up for an extremely lucrative arrangement for these “godfather” types who bridge the gap between the inefficient, politically-controlled domestic markets and the efficient, competitive global market. The success of the “trade nations” of Hong Kong and Singapore, then, can be explained by political interference in the nearby local economies, not the absence of such interference in their own:

What is important about Hong Kong and Singapore is that they are archetypal city states — ‘port city states’ would be more precise. Since colonial inception they have offered tariff-free trade (with few or no questions asked about what is being traded) and have been places to park money (with few or no questions asked about where the money came from)… Hong Kong and Singapore perform a simple economic trick: they arbitrage the relative economic inefficiency of their hinterlands… For as long as surrounding countries have imposed tariffs or quotas on trade in their efforts to fund government, Hong Kong and Singapore have profited from circumventing those restrictions.

In the case of Hong Kong and Singapore, “Hong Kong’s immediate hinterland is Southern China… Singapore’s dominant hinterland… has long been Indonesia.” When was the last time you saw China or Indonesia show up on a list of globally competitive economies?

The reason Hong Kong and Singapore are such large financial centers, in particular, is that

Ethnic outsider tycoons who have profited from business concessions in surrounding countries have always sought to keep the funds offshore, fearing — with good reason — that they may one day be the victims of political change.

Perhaps overlooked by some,

Singapore… increased account secrecy provisions and changed trust laws in a manner designed to attract the kind of money Switzerland had dealt in… foreign private banks almost doubled between 2000 and 2006

And meanwhile, “to sustain its economy, Singapore is building casinos to attract corruption money from China.”

In conclusion, rather than proving the efficacy of free markets (which Hong Kong and Singapore largely do not have in terms of domestic industries), instead the experience of these island countries serves to prove

That a city state with a strategic deep water port in a region that has relatively higher levels of mismanagement, corruption and political uncertainty will prosper with little reference to official economic philosophy.

But what about the “godfathers” themselves? Surely they are talented businessmen in their own right despite the relatively uncompetitive markets in which they thrive?

Whether it is as a sop to the political class to help fool the local populace that it has options and opportunity, or it is a sop to their own egos to glory in a sense of achievement and capability that has not been earned, the godfathers’ public personas are men of meager means who rose through the ranks in short order to become industrial and financial titans in their adopted countries while the reality is that most came from already successful families with existing political connections that they enhanced, or, to the extent they were “penniless” before their rise, they certainly didn’t do it through hard work and sweat equity of their own but happened to be in the right place at the right time and got control of an early government concession which became the rocket engine to the top. Many godfathers of the present generation were war-time smugglers, gambling operators or even cooperators with occupying forces as southeast Asia changed hands back and forth during World War II. As Studwell observes,

whether Hong Kong has been ruled by British colonialism, Japanese imperialism or Chinese communism, it has always been managed through the same group of people.

According to one local observer and member of the monied class, “In one generation it is very difficult [to rise from rags to riches ] because it is not an open society.” And according to a local scholar, “I have yet to find a businessman who started as a coolie.” As such, the godfathers have a notorious reputation when it comes to expensive entertainment vices and

the rumors are legion and suggest a form of gambling that echoes that of Middle Eastern potentates — vast sums of money blown away by people who do not know its real value because they have not really earned it.

Nor are their social habits those of the hard-working middle-class bourgeoisie who cherish being part of their communities and maintaining stable, monogamous relationships with supportive spouses. Says one observer, “None of these people has social friends. They fuck a girl, shake off their horniness and then it’s back to work.” It appears to be the life of an addict and by another’s estimation, “If they don’t have a woman a day they can’t function.” The Asian godfathers are more Bill Clinton than Bill Gates, it seems.

Another important aspect of the godfather character is secrecy. While private businessmen are often protective of their trade secrets, customer relationships, technological know-how and tactical elements of their strategy, this is a different form of caginess. Says Studwell, “Most deals involve some element of government licensing or concession, things that both parties prefer to keep private.” The godfathers get special advantages from the government which, if known, ruin their reputations as self-made men, and the governments themselves want the mystique maintained so as to confuse the masses as to how they are controlled (and how they benefit by their arrangements with these business stars.)

And that secrecy is extremely valuable because

At the heart of the average godfather’s empire is a concession or license that gives rise to a monopoly or oligopoly activity… this non-competitive core cash flow, the river of molten gold that will keep him going through good times and bad

allows the godfathers to build their empires, and survive the inevitable setbacks and speed wobbles as uncompetitive pseudo-entrepreneurs jump head first into a bevy of unfamiliar industries and businesses and try to swim without the floaty wings of government assistance.

Though there are many such arrangements detailed in the book, the explanation of Hong Kong land development patterns on page 68 is worth quoting at length as a kind of summary of how these special arrangements serve to entrench a group of large scale crony capitalists:

The British administration set the scene for real estate oligopoly because it chose to depend heavily on land sales — all land was deemed “Crown land” until sold — to fund its budget. As Hong Kong grew in the post-Second Word War era, the government auctioned off development land in ever more expensive chunks: US$1 billion a pop for large plots by the mid 1990s. Anyone who acquired land in the secondary market that was not designated for building — agricultural acreage in the New Territories was targeted by the tycoon families behind Sun Hung Kai and Henderson in the 1970s and 1980s — had to pay a hefty upfront conversion premium before construction could begin. The effect was to rule out small players and persons without good connections to the large British banks. A government-commissioned 1996 report by Hong Kong’s Consumer Council found that three-quarters of new private residential housing was supplied by only ten developers between 1991 and 1994, and 55 per cent came from the four biggest developers. A separate look at profitability considered thirteen large residential developments. Margins were extraordinary, especially where conversion fees had been set by private tender on large lots of agricultural land. In such cases, the lowest return the Consumer Council found — as a percentage of total estimated development costs, including land — was 77 per cent. The highest was 364 per cent.

For everyone else in Hong Kong, the outsize cost of housing relative to all other living expenses is a constant complaint.

Middle class Hong Kongers, meanwhile, paid low nominal taxes but some of the world’s highest rents, or mortgage repayments, and apartment management fees equivalent to 13-15 per cent of rents.

Interestingly, Hong Kong locals see this as inevitable, not as a necessary outcome of a crony land development and ownership system, but as the necessary outcome of living on a small island! The argument is that there is only so much land, and they aren’t making more (nevermind landfill projects like the airport, ports, etc.)– somehow competition serves to lower prices in every other area of business but in Hong Kong real estate, no matter how tall you build the buildings, supply never improves and prices keep going up. They’re totally bought in on the godfather propaganda.

The whole system seems outrageous to an outsider, as Studwell describes

a graft-seeking culture among indigenous politicians. “They’re broke every week… feed your mouth, feed your prick. That is how they think.”

Yet,

while the south-east Asian system is corrupt, it is more efficient than ones that pertain in socitieies where the holders of power also seek to be exploiters of business rents.

Here he is referring to places like Africa and parts of the Middle East, but the metaphor could also be apt in looking historically at feudal Europe versus bourgeoisie Europe, where one of the primary political trends was the reduction of large landed estates into ever smaller, privately owned parcels controlled by individual land owners or small businessmen.

So, if the godfathers are not business geniuses, what are they and how do they manage to get anything done across their humongous and complicated business holdings? According to Studwell,

their activities are more like those of supercharged chairmen: setting strategy, deal making, hobnobbing, but ultimately leaving others to execute the substance as well as the detail of what they put in train

and it is their gweilo, or running dogs, who are the real business men in their organizations. Yet, even then these individuals are not as much businessmen as they are “enforcers”, with the top enforcer being more akin to “‘the chief slave’. This is the first person called when the godfather wants something done.” And these gweilo, like the godfathers themselves, are rarely members of the local populace but are instead drawn from “a globally traded management cadre” who graduate from top universities and can be found running large enterprises around the world.

The final piece of the puzzle is the godfathers’ relationship with capital markets. The first thing to note is that every godfather has his own affiliated bank, for example, “By the mid 1990s every major business [in Indonesia], and many lesser ones, had a captive bank.” Interestingly, even “different factions of the military had banks”! With control of a bank, godfathers can tap into cheap capital pools and then hand off social problems to the government in the event of a crisis such as the Asian Financial Crisis of 1997.

And while massive, cheap leverage is the favored form of financial fuel, the godfathers have also found unique ways to employ their legerdemain in the equity markets via that ever-so-wonderful technique of arbitrage. In fact, this explains the puzzling question of “why, despite heady economic growth, have long-term stock market returns in south-east Asia been so poor?” For example, Studwell notes that “Between the beginning of 1993 and the end of 2006, dollar returns in Thailand and the Philippines were actually negative; their stock markets destroyed capital.”

The answer is simple: “buying equities in south-east Asia is fundamentally about buying into the godfather business model”. And the godfather model contains the implicit query

why work hard to increase a company’s stock price and pay dividends when all the capital you need is available at a real interest rate close to zero per cent from a bank whose board you control?

From this standpoint, then, it should come as no surprise that

the eight largest conglomerates in the region exercise effective control over a quarter of all listed companies, while the top twenty-two conglomerates control one-third of listed vehicles.

What is, perhaps, surprising is how the godfathers have managed to profit even from running their listed companies into the ground. This was one of the most fascinating reveals in the book:

The game here was for tycoons to sell low-grade property assets into new corporate entities, back-load the debt repayments of the purchaser and list them with the story that dividends in year one would be a guide to future earnings.

The money used to finance this arrangement is often provided by their bank. And when the publicly-listed corporate structures verge on insolvency, the godfather’s private companies offer to repurchase the assets at pennies on the dollar. It is an outstanding bait-and-switch which allows them to swipe millions (billions?) along the way formerly belonging to “dumb money” mutual funds. In many instances of these IPO-to-privatize shenanigans “the boss himself would own only about 10 per cent of what he was selling, a powerful signal that the asset was overpriced.”

The 1990s leading up to the Asian Financial Crisis represented a kind of Golden Era of banking charlatanry for the godfathers where “Hong Kong, for instance, had negative real interest rates from the end of 1990 to the start of 1995”, which allowed for such inanities that “K. S. Lo, the real estate tycoon and elder brother of Vincent Lo, [telling a CSLA analyst] he would buy any property in Hong Kong sight unseen.” If that kind of anecdote isn’t revealing of the reality of the free market, competitive real estate economy in Hong Kong, nothing is.

Studwell has produced an outstanding and deeply-researched resource in “Asian Godfathers.” While my review focused on Hong Kong and Singapore, which are of particular interest to me personally, there is just as much detail here about Malaysia, Indonesia, Thailand and the Phillipines, as well as a variety of throwaway lines that come out of the mouths of the main characters and those forced to bask in their wake alike that are just too funny not to chuckle about. The great detail with which Studwell describes the machinations of the godfathers and the mass of damning evidence he provides that they not only do not operate in free economies but only exist because of the nature of southeast Asian government manipulation of regional economies is deeply satisfying to this reader and I am sure it will be refreshing to other curious minds as well.

This book is not a classic that can be read again and again with new insights about the human condition to appreciate every time, but it is an outstanding treatment in its specific area that I would strongly recommend to anybody curious to know more about southeast Asian political economy in general, and how crony capitalism works specifically, not just in these economies but around the globe because the formula is similar, if not identical. There are only so many ways to rip people off and it turns out it doesn’t require too much creativity. I plan to purchase and read a copy of Studwell’s How Asia Works in the future.

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Review – The Outsiders

The Outsiders: Eight Unconventional CEOs and Their Radically Rational Blueprint for Success

by William N. Thorndike, Jr., published 2012

Capital allocation uber alles

“The Outsiders” rests on a premise, that the increase in a public company’s per share value is the best metric for measuring the success of a given CEO, which lends itself to the book’s major thesis: that superior capital allocation is what sets apart the best CEOs from the rest, and that most modern CEOs seem to be only partially aware, if at all, of its critical performance to their companies long-term business success.

Notice! This book is examining the efforts and measurements of CEOs of public companies, not all businesses (public and private), so as a result in comes up a bit short in the “universal application” department. Yes, capital allocation is still critical even in a private business, but you can not measure a private business’s per share value (because there isn’t a marketable security price to reference) and the CEO of a private company is missing one of the most powerful capital allocation tools available to public CEOs, the share buyback (because there is no free float for them to get their hands on at periodically irrational prices).

The CEO capital allocation toolkit

Thorndike describes five capital allocation choices CEOs have:

  1. invest in existing operations
  2. acquire other businesses
  3. issue dividends
  4. pay down debt
  5. repurchase stock

Along with this, they have three means of generating capital:

  1. internal/operational cash flow
  2. debt issuance
  3. equity issuance

With this framework, Thorndike proceeds to review the business decisions of 8 different “outsider” CEOs, so labeled because they tended to use these tools in a contrary fashion to the mainstream wisdom of their time and to much improved effect as per comparison to their benchmarks. Some of the CEOs are well known and oft mentioned and studied (Warren Buffett, John Malone, Kay Graham, Tom Murphy) and a few are known to the value cognoscenti but may have managed to escape notice of the wider public, academic or otherwise (Henry Singleton, Bill Anders, Bill Stirlitz and Dick Smith).

The author tries to tie together the various common threads, such as how,

All were first-time CEOs, most with very little prior management experience

and many of which (such as Singleton, Buffett and Graham) were large or majority equity holders in their companies, making them part of the vaunted owner-operator club with its resulting beneficial incentives.

Thorndike also tries to use the hedgehog vs. fox metaphor, claiming,

They had familiarity with other companies and industries and disciplines, and this ranginess translated into new perspectives, which in turn helped them to develop new approaches that eventually translated into exceptional results

Interestingly, the share buyback stands out as a particularly effective capital allocation tool for all and the author claims that during the difficult inflationary conditions and market depression of the 1974-1982 period,

every single one [emphasis in the original] was engaged in either a significant share repurchase program or a series of large acquisitions

In broad strokes, Thorndike’s efforts to paint these CEOs with a common brush works, but there are numerous times where his attempt to establish commonality  in genius comes across as forced and unworkable. Often, one of these CEOs will operate in a way inconsistent with Thorndike’s major thesis and yet he’ll end up praising the CEO anyway. In poker, we’d call this the “won, didn’t it?” fallacy– judging a process by the specific, short-term result accomplished rather than examining the long-term result of multiple iterations of the process over time.

Some quibbles

This is actually one of the things that rubbed me rather raw as I read the book. In every chapter, Thorndike manages to strike a rather breathless, hagiographic tone where these CEOs can do no wrong and everything they do is “great”, “fantastic,” etc. Unfortunately, this kind of hyperbolic language gets used over and over without any variety to the point it’s quite noticeable how lacking in detail and critical analysis Thorndike’s approach is at points.

Eventually, I reached a point where I almost wanted to set the book down, take a deep breath and say, “Okay… I get it, this guy is absolutely amazing… can we move on now?”

The editing seemed a bit sloppy, too. Thorndike is a graduate of Stanford and Harvard and runs his own financial advisory. He’s obviously an accomplished, intellectual person. Yet his prose often reads like an immature blog post. It’s too familiar and casual for the subject matter and the credentials of the author. I’m surprised they left those parts in during the editing process. I think it makes Thorndike’s thesis harder to take seriously when, in all likelihood, it’d probably be quite convincing if you happened to chat with the author on an airplane.

From vice to virtue

Something I liked about “The Outsiders” was the fact that there were 8 profiles, rather than one. It was reinforcing to see that the same principles and attitudes toward business and management were carried out by many different individuals who didn’t all know each other (though some did) and ALL had huge outperformance compared to their benchmark.

And I think for someone who is just jumping into the investing, management and agency problem literature, “The Outsiders” is a good place to start to get a broad outline of the major thesis which is that companies that are run by owner-operators, or by people who think like them, where the top management focuses on intelligently allocating capital to its highest use (which, oftentimes when the company’s stock remains stubbornly low compared to its estimated intrinsic value, makes buybacks in the public market the most intelligent option versus low margin growth) consistently outperform their peers and their benchmarks on a financial basis.

I think if this was one of the first books I had read on this theme, I would’ve found it quite illuminating and exciting, a real eye-opener experience. As it were, I read this book after reading a long train of other, often times significantly more comprehensive and detailed literature, so my personal experience was rather flat– I came away thinking I hadn’t learned much.

More to the story

There’s more to this story in two senses.

In the first sense, I actually highlighted many little comments or ideas throughout the book that are either helpful reminders or concepts I hadn’t fully considered myself yet, pertaining to best operational and management practices for businesses and the people who invest in them. In other words, the book is a little deeper than I bothered to share here. As a collection of anecdotes and principles for mastering the concept of capital allocation, it’s a good resource.

In the second sense, I think there’s a lot more to the success of the businessmen and their companies profiled (along with many others) than just good capital allocation. The text alludes to this with quotes from various figures about how they operated their businesses and managed people aside from the specific challenges of capital allocation. But it never goes into it because that isn’t in focus.

And as a business person myself, I know from my own reading, thinking and personal experience that capital allocation IS a critical factor in successfully managing and growing a business over the long-term — after all, if you can’t find good places to put your cash, you’ll inevitably end up wasting a lot of it — but you won’t have capital to allocate if you aren’t operating your business and managing your relationships with employees and customers well, in addition. The book just doesn’t do much in the way of explaining how it was that Ralston Purina, or General Dynamics or Teledyne or what have you, had so much capital to allocate in the first place.

I think people like this book so much because it’s exciting to read about outsize success, regardless of how it happened.

The Long War: Changing Ownership, Management Incentives & Reporting Practices

Ian Cassel, founder of MicroCapClub.com, made a comment on Twitter today which grabbed my attention:

If a company is over $25m market cap they should have to have earnings conference calls w/ Q/A. Coalition Against Private Public Companies.

Shortly thereafter, he was asked by Jeff Moore of the Ragnar Is A Pirate blog:

How about if they have more than 100 shareholders?

To which Ian replied:

yes another good idea

At this point, I asked:

so you guys are for imprisoning and fining people because they won’t give you info you want?

Ian considered it and responded:

do I think every public company should, Yes. Force probably not, but cld be part of a tiered listing standard

I think this whole idea is worth a comment so I’m now going to give it one.

The first angle with which to approach Ian’s compulsory conference call proposal is the moral one and concerns the question, “Should managers of public companies, whatever their size, be compelled by force of law (ie, threat of fines or imprisonment for non-compliance) to provide the investing public conference calls regarding their earnings releases?”

The answer to such a question would hinge on whether or not, by refusing to hold such calls, these managers were committing an act of violent aggression against the investing public, such as theft, assault or fraud. If refusing to hold an earnings call is an act of theft, assault or fraud, clearly there is justification for compelling such behavior in order to remedy this affront to the rights of the individual members of the public and the answer would be “Yes”; similarly, if refusing to hold an earnings call does not represent the initiation of the use of force against members of the public, the answer to this question is clearly “No”.

I don’t want to waste anyone’s time going into a lengthy exploration of the facts on hand. I think it’s obvious that refusing to hold an earnings call is not an act of aggressive force and I don’t think Ian provided or attempted to provide any evidence that it was. In fact, he suggested this was not an issue to be handled by the law at all. I elaborated as much as I did, anyway, because there may be people reading this who did not understand the issue in this way and may have been confused prior to reading it. For their benefit, I state plainly now, the answer to the question is “NO”.

The second angle of approach is institutional. As Ian suggested in his final comment, the solution to this perceived problem could be handled at an institutional level (in this case, the voluntarily adopted rules and internal regulations of the listing exchanges) by adopting Ian’s preference for mandatory earnings calls at a certain market cap threshold as an observed “best practice” or condition of doing business on the exchange. If a company doesn’t want to follow it, they have the option of not being listed on the exchange observing such a rule. From a moral standpoint, there is no issue as there is no coercion, and compared to the alternative of creating a top-down, one-size-fits-all-companies-and-exchanges external regulation backed by force of law by government, this solution is indeed preferable because it at least allows for the possibility that some companies would not follow this practice and would find other avenues for listing their shares and allowing for equity exchange.

This leads to the third angle which, for lack of a better term, I’ll simply refer to as the “practical” considerations, of which there are several. For starters, I wonder if this is really an issue? In Ian Cassel’s (and Jeff Moore’s, perhaps?) world, it certainly seems to be. Ian Cassel’s world would be a happier place if all the public companies whose market caps were $25M or greater provided the public (of which he is a member and would stand to benefit) an earnings call upon release of each earnings statement. But embedded in such a proposal seems to be the belief that the world should reflect Ian Cassel’s preferences, and everyone else should bear the cost and expense of preparing and providing this information to Ian Cassel (and others of like mind).

Is this reasonable? If having better earnings communications from small companies is important to Ian, and if dialoging with management is a valuable commodity, Ian already has a course of action available to him to pursue such goals: he can make his own independent effort to email, write, call or visit in person the management of these companies and create a relationship whereby they would provide him answers to some of the questions he has in mind; or, he could acquire a sufficient number of shares of the company such that he is the owner of the company and the management is now fully responsible to him and he can have any and all information about the company that he pleases.

Neither of these actions require anyone being compelled to change their current practices. Both require nothing more than the expenditure of Ian’s own effort, time and wealth. If certain companies prefer not to establish such relationships or provide such information to people like Ian, Ian always has the option of walking away from them. And if he doesn’t have the financial resources to acquire such an ownership stake so as to make them more responsive to his inquiries, that would be a problem for him to solve by finding ways to produce more wealth for himself he could exchange with others for the privilege – it is not the responsibility of the company, its shareholders or anyone else.

Another practical consideration is the arbitrariness of the threshold for compliance. There’s nothing magic about a $25M market cap (nor a 100+ member shareholder base). The first number seems to be an attempt at defining “resourcefulness”, implying that a company with a certain sized market cap “should be able to afford” such accommodations. But market caps are not determined by managements and company resources, they are determined by the passions and dispositions of the investing public. It’s entirely conceivable that a company of truly inadequate resources (say, a book value of $50,000, just to harshly illustrate the point) could be bid up to a market cap of $25M in some bizarre turn of events. The fact that it has been so valued doesn’t make it more able to provide additional clarity about its business– and even if it did, it still doesn’t have an obligation to provide anyone anything like this. The shareholder base threshold is simple populism and the democratic principle– 99 of the shareholders could own one share at a penny a piece, with the remaining shareholder holding substantial control of the rest of the shares, making them truly insignificant in the ownership structure. But by creating arbitrary rules like this these individuals would create for the company sudden obligations simply by their existence.

Another practical concern is why a person, operating in the microcap space where an edge is often gained specifically because of the lack of consistent, clear information about these companies, would want to see measures taken which would serve to increase the “efficiency” of the market and thereby eliminate a lot of these mispricings and the opportunity to cheaply invest along with them. Sure, once you’ve put your money in you might have a self-interested reason to see everyone else suddenly figure out what a great company you’ve invested in because they have these wonderfully translucent earnings calls, but before that point you’d want to see opacity. Such a rule (compulsory earnings calls) would work to eliminate those opportunities before one could make their initial investment, not just after. As microcap investors, what we’re getting “paid to do”, essentially, is to find these opaque opportunities, get in there, agitate for change company-by-company and work to clear the dirt and smudges off the glass, so to speak. We want that to happen AFTER we get involved and BECAUSE we got involved, not before and regardless.

My final issue is with the cutely-named imaginary organization “Coalition Against Private Public Companies”. The implication is that public companies run like private companies constitute some kind of social ill. But if we look at the facts, it is often the owner-operator/private companies of the world which are most efficiently managed and whose business is best looked after compared to the alternative of entrenched, professional managers and disconnected, alienated and disinterested public shareholders (see this outstanding research piece by Murray Stahl [PDF] for a convincing argument, for instance). Indeed, it is often the public companies which are most dysfunctional– how is it preferable to have a management team obsessed with short-term earnings results, attempts to influence and gain the approval of Wall Street analysts, etc.? It’s perhaps syntactically confusing but what is really worth rebelling against is public private companies, not private public companies.

A public private is a company that SHOULD be private, but is in fact publicly traded and as a result the minority partners in the business, that is, the various outsider shareholders from the investing public, are treated like nuisances or smurfs whose capital is to be dissipated at the insider owners’ discretion. Such managers have no incentive to responsibly steward the outside shareholders’ capital because it doesn’t belong to the insiders and the outsiders are, in most cases, afforded an ambiguous and difficult, if not impossible, legal process to attempt to assert their equal status as capital owners. The most benefit they can receive from the capital is to issue some of it to themselves as generous salary or bonus payments, to use it as a tool for conducting ego-gratifying acquisition strategies or by sitting on it as a kind of future retirement/pension package to ensure they can care for themselves even in old age by remitting it to themselves as needed.

A private public company, on the other hand, is a company whose capital ownership is diversified and constituted by numerous members of the investing public, but which is managed and operated with the efficiency, passion, dedication and noble conservatism such as one would expect from a competent family dynasty or other limited, owner-operator control group or person. This is a company that treats capital as a precious commodity and always seeks to maximize the returns on its use which all members of the investing public so involved stand to benefit because they are treated as equals even though they have minority status. The fact that this company is publicly traded does not influence the decisions of the management and serves only to benefit all shareholders in the instances in which the management can buy back undervalued shares or issue significantly overvalued shares to raise cheap capital.

Truly, there are very few enterprises on all of planet earth that really provide their owners (shareholders) with outstanding additional benefits by virtue of their being publicly owned and exchanged. The more I think about the issue, the more I wonder why most public companies are public in the first place. Almost every IPO seems to represent an opportunity to cash in on delusional hopes and ignorant dreams rather than a genuine opportunity to “share the wealth” in exchange for some long-term capital necessary to fund profitable growth.

If I were to join a group agitating for change, I’d like to imagine it’d be called the “Coalition To Privatize Public Companies.” But honestly, I have no use for imagination, nor for agitation. I don’t seek to have others bear my cross, even as a joke or a day-dream. No, this is in fact a principle (one of several) of my efforts as a private, individual investor in the public market place and I intend to pursue it throughout my career.

It’s part of my long war.