Small vs. big

A discussion about the pros of joining start-ups and cons of joining a large firm from venturebeat:

Big companies are losing their “A” players and they’re struggling to attract “B” players. In an industry where everything is about people, large tech companies are in trouble because they are losing the talent war. And keep in mind, an “A” player in an organization can usually produce the same results as three “B” players.

Joining a big company is irrational in today’s market

Why would you want to join a big high tech company (Yahoo, Microsoft, eBay, HP, Oracle, or Cisco) when you can join a cool startup? [Disclosure: Auren is NOT a shareholder in any public high-tech company] At a big company you’re stuck with corporate politics, paralysis decision making, and a lack of getting things done. At a small company you’re having fun, pursuing your dream, and actually getting things done.

...

In today’s hot startup market, it is essentially irrational to join a big company. That means that big companies are only attracting “B” and “C” players or they are attracting irrational A players. And they are losing all those great “A” players they hired in the dog days of 2002 (most of which now have fully vested stock-options).

Reasons why Private equity firms have been able to create superior returns

Fortune has a quite good article about the reasons why Private Equity firms have been able to create superior returns for their investors. According to the article the main reasons are that Private Equity firms are able to :

• attract and keep the world's best managers,
• focus them extraordinarily well
• provide them with strong incentives
• free them from distractions
• give them all the help they can use
• let them do what they can do

As it is obvious it is therefore mainly the alignment of interest between owners and managers combined with empowerment of the managerial role that creates an environment that enables the manager to focus (almost) solely on creating value for the owners of the firm.

With regards to the superior returns we will of course briefly forget such issues as survivorship bias with regards to PE-returns and the higher systematic risk of PE-investments which could explain the superior performance;)

Nevertheless, the following presents some excerpts from the article:

Look inside the companies owned by major private-equity firms, talk to the executives who run them, and you'll find a distinctive way of managing that's sharply different from what goes on in most publicly traded companies or most private companies under conventional ownership. Investigation shows why privately held firms - at least if they're owned by one of the major buyout shops - have important advantages over competitors, and why they're regrading the playing field in several industries. Many of the lessons apply to virtually any organization.

The differences begin at the most fundamental level, with new objectives. Private-equity firms want to buy companies for their portfolio, fix them, grow them and sell them in three to five years. The eventual buyer could be another company in the portfolio company's industry, another private-equity firm or the public, through an IPO. The holding period is occasionally less than a year or as long as ten years. But always the goal from day one is to sell the company at a profit.

Facing a goal like that changes a manager's mindset - usually in positive ways. No longer seeing a corporate future that stretches indefinitely into the distance, executives realize that they gain nothing by resisting change: With the exit looming, driving change is their only hope.

...

Pay is a whole different concept in PE-owned companies. Don't come to play unless you're prepared to put significant skin in the game. While public companies talk a lot about aligning executive pay with performance, they typically award stock options and restricted stock on top of already substantial pay packages, giving executives lots to gain but little to lose.

And in big companies those options reflect the fortunes of the overall corporation, not the specific business a manager is running. By contrast, private-equity firms make the game much more serious. Not only is a far larger share of executive pay tied to the performance of an executive's business, but top managers may also be required to put a major chunk of their own money into the deal.

At Dunkin' Brands (home of Dunkin' Donuts), which is co-owned by private-equity firms Bain Capital, Carlyle, and Thomas H. Lee Partners, CEO Jon Luther says, "I insisted that all officers invest personally. Management has a substantial amount of their personal money in this. It makes a huge difference in the 40 officers of the company when they show up for work" they have an ownership mentality rather than a corporate mentality." Luther says the resulting difference in behavior is clear: "There's now a very different discipline in how you spend money," he explains. "If it doesn't grow the business, why would you do it?"

...
Private-equity firms don't always bring in star outside managers to run the companies they buy. In fact, they much prefer to buy a company with strong management in place, as Luther was at Dunkin' and Bhasin was at Genpact. "The strong preference is to use the talent in the company," says General Atlantic chairman Steven Denning. "You want to back a superb management team and liberate them."

But if PE owners decide that they need to bring in an outsider, they hold a valuable advantage over public companies: No one will know how much they've paid. Public companies have to report executive pay in SEC filings.

Private companies don't. In this era of outrage at grossly overpaid executives, any public company that paid, say, a $20 million signing bonus or offered a package with a potential nine-figure payout would be pilloried by governance activists and the press. But the reality is that some executives are worth that kind of money, and when private-equity firms offer it - as they do - no one knows.

...

The trend has changed the high-stakes game of executive recruiting. "Top candidates are no longer waiting around to be recruited to a public company," explains über-headhunter Gerard Roche of Heidrick & Struggles. "Instead they're jumping to a private-equity firm and watching for the right opportunity to become a CEO. It wasn't like this ten years ago."

...

Freedom to pay is just one example of an advantage that many PE veterans consider critical: general freedom from the pressures of the stock market, media and Wall Street analysts. Remember, these companies have strong incentives to act quickly - but acting quickly often produces volatile quarterly earnings, which Wall Street doesn't like.

Making a big new investment or taking a write-off for a plant closing may be the best thing for the business, but many public companies hesitate because such actions could cause the stock to tank.

PE-owned firms don't have to worry about it. "In private equity, you don't need to go from quarter to quarter," says von Krannichfeldt. "You can take write-offs, you can make investments that aren't accretive in year one or year two. It's a very different dynamic."

One often hears that freedom from public markets carries another boon for privately held companies - no more compliance with Sarbanes-Oxley or the many other regulations on public firms.

But PE executives say that supposed advantage isn't such a big deal. After all, the companies may be reentering the public markets in just a few years. "It's not about accounting compliance," says Luther. "We treat ourselves like we're public."

What makes a huge difference is the release of managerial time from trying to placate and massage the public markets. Talking to shareholders, analysts and the media may be important jobs for a public-company CEO, but they're massive distractions from the company's operations. In practice, a public-company CEO is lucky if he spends 60 percent of his time actually running the place. In a PE-owned firm those distractions disappear, and the CEO is free to spend close to 100 percent of his time focused on the business.

Increased managerial attention comes to many PE-owned companies in another way as well. Several of these companies were initially parts of much larger outfits where they were not central to the mission. The parent firm focused top-management time and corporate resources elsewhere, which not only was bad for the stepchildren financially but also demoralized the managers.

...

Much of that attention in PE-owned companies comes from a source that makes some public-company CEOs uncomfortable: the board. Because they're corporations, even privately held companies must by law have boards of directors. But the
boards of PE-owned companies are fundamentally different from the public boards that are the focus of governance activists. They're typically smaller and consist only of representatives of the PE owners plus industry experts whose explicit job is to help management create and execute strategy; many directors fulfill both roles. "The board is far more involved in assisting the company," says General Atlantic's Denning.

Besides furnishing heavy-hitting directors, large PE firms also bring a world of connections to the companies they own. "Our three partners are able to connect us with people we otherwise couldn't meet," says Luther of Dunkin'. "For example, the Carlyle folks introduced us to one of their investors in Taiwan, and we soon had an agreement for 100 Dunkin' Donuts stores there."

...

Clarity is a running theme in why PE-owned companies on average perform so well. They suffer no confusion about the role of the board, who's ultimately in charge (the PE firm is), and the eventual goal. They benefit also from a clear view of what they're managing along the way: It's cash.

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Public companies often get caught up in disagreements over what to measure - earnings per share, return on equity, Ebitda, return on net assets. PE-owned firms generally bypass that debate. They're managed for cash, the ultimate business reality.

However a few caveats still exists:

Warren Buffett has criticized private-equity firms as "deal flippers" uninterested in building long-term value. Some firms extract exorbitant fees from their portfolio companies.

Continued abuses could attract federal regulation; the Justice Department is already investigating possible collusion in bidding for companies. This industry is filled with some of the world's smartest people; now it needs leadership to start self-policing to make such intrusions unnecessary.

But a longer-term threat to the private-equity industry could be a development that would actually be good news for the economy. Consider: The most fundamental question raised by today's private-equity boom is, Why can't public companies do all these things themselves?

Yachts and hedge funds

From the economist:

THERE is an old Wall Street story that can be adapted for the modern world of hedge funds. A young hedge-fund trainee is taken to the harbour. “Here”, says his boss, “are the partners' yachts. And over there are the yachts of the bankers who lend to us.” The naive youth replies: “But where are the customers' yachts?”

Peanut manifesto

Seems like change is coming from within in the case of Yahoo. A very interesting internal document made it to the WSJ.

The reliance on debt financing

thestreet.com has an interesting piece about the complexities PE firms face due to their heavy reliance on debt financing:

"There is a price of admission," says Brian Hessel, managing partner at Stonegate Capital Management. Indeed, these private equity firms' names recur on the announcements of nearly every deal. "If the private-equity firms disappoint high-yield investors, they will have a harder time later getting good execution on deals," says Hessel, among the potential investors for said deals. "The high-yield debt market for LBO'd companies is "like a huge raw material that they need access to, to go forward."

...
Because the private-equity investors are making a huge outlay to take an entire company private, the size of the financing is large; that means the company piles on a lot more debt, which often reduces its credit rating and increases its interest costs. Typically, bond investors don't like LBOs because if the company already has debt outstanding, the new debt is typically senior to the existing debt, which means the "old" bonds those investors might already hold decline in value.

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Private-equity firms aren't going to be generous to bondholders, but they don't want to fall on their face either," says Martin Fridson, CEO of research firm FridsonVision and publisher of Leverage World. "To have a big visible deal like HCA's trade to a discount [i.e., a price below its sale price] would be hugely damaging."
Using a back-of-the-envelope calculation, if the HCA deal were priced at the yields the bonds currently trade, HCA might have "saved" roughly $50 million in interest expense per year for the life of the bonds. Making such claims is a bit misleading, because no one knows if investors would have bought the bonds at those elevated prices from the get go.

...

Strong demand in the high-yield bond market puts the private equity firms and the companies somewhat in the driver's seat. But the nature of the LBO deal and their reliance on the high-yield bond market means these private equity firms must walk a tightrope. The balance of power gives the bond investor some room to play hard-to-get, and they force the private equity players to exercise some manners. So, even though the high-yield bond market is already frothy, with low risk premiums compared to Treasury bonds, the rally may have more room to go as new deals price at such attractive yields.

A primer to the history of Silicon Valley

Fortune gives a primer into the early dynamics of Silicon Valley in their relatively interesting piece about the Silicon Valley Lawyer Larry Sonsini:

Though most Boalt graduates joined big commercial firms in New York, Los Angeles or San Francisco, Jennings suggested to Sonsini that he look at a tiny outfit in Palo Alto. "Dick said to me, "There's something going on down in the Valley. There are a lot of young businesses starting, and they're companies that are going to have to go public."

At that time Santa Clara Valley was already home to a handful of mature tech companies, including Hewlett-Packard (Charts) and Fairchild Semiconductor. Hewlett-Packard - launched from a garage and dedicated to innovation - was serving as an inspiration and paradigm for many young entrepreneurs. Early venture capitalists were providing seed capital. Thanks to liberal intellectual-property policies, Stanford and Berkeley were letting their engineering graduates try to commercialize inventions they'd come up with while still in school. "It was still early," Sonsini says, "but you could see it. Something unique was happening."

...

"So we started to develop the recipe for how to build companies," Sonsini recalls. The recipe required entrepreneurialism, capital and infrastructure, and Wilson's law firm was part of the infrastructure. "I was becoming a piece of the recipe," Sonsini says. "What I was learning very early on," he continues, "was that I could build an enterprise too. In fact, I had to." Wilson and Sonsini both wanted to continue to represent their clients as they grew, rather than handing them off to larger firms when they went public.

The determination of the rigth level of monitoring is not easy

The Economist runs an article that highligths some of the trade-offs that have to be considered when investigating the role of CEOs. As it is obvious; monitoring of managers is on the outset beneficial.... but there are always externalities.

Becoming the boss used to be a cushy number. Pay without performance was the
rule. You got to pick your own board; not surprisingly, that board was unlikely
to kick you out. Things were a little different in Germany, but not too much.
Its two-tier board system was, in effect, the ultimate gentleman's club.

Now the boss’s pay is under growing public scrutiny. Reforms in corporate
governance mean that board members, though often still approved by the chief
executive, are less inclined to back him when the going gets tough. Indeed, as
the spotlight is increasingly turned on the performance of non-executive board
members, firing the chief executive, rather than giving him the backing he may
deserve, may nowadays strike many directors as the easiest way to deflect
criticism from themselves.

...

But there may be unforeseen consequences of this change. Bosses will feel under pressure to deliver dramatic improvements fast. More decisions may be taken in haste, only to be regretted later. More talented executives may decide that the short-term focus of the stock market and the media, combined with a trigger-happy mood in the boardroom, is an unacceptable risk. They may opt for the lower-profile but equally lucrative life of running a firm owned by private-equity investors. Those that do stay with public companies will want to be handsomely compensated for the extra risk. One result of the increased rate of chief executive turnover, The Economist confidently predicts, is that bosses’ pay in public companies will soar even higher

The role of consultants

Ian Davis from McKinsey on the "new" role of consultants in Knowledge@wharton:

The new demands on business are changing the consulting industry, too, said Davis. Companies like McKinsey can no longer get away with offering only analytical solutions. Client firms are now filled with MBAs and former consultants who can do much of that work in house. Companies still need consultants, however, to provide an independent, objective analysis, according to Davis. Successful consultants must also continue to provide specialized expertise but with a fully integrated approach. Finally, he said, consultants should begin to develop teaching skills to reach their clients.
The future of the consulting industry is secure, he added. The profession has been around for centuries, with consultants performing the same job under other names, including courtiers, academics or lawyers. "I think there is a deep human need for advice," said Davis. "If I have a personal problem, I talk to a friend."
As a consultant, Davis is the one companies turn to for advice. "Other people's problems are easier," he said.

Supply and Demand: Lebanese version

From NYT:

BEIRUT, Lebanon, Nov. 1 — This is a city of nightclubs, but the nightlife is something else these days, and not just because of the feverish edge sharpened by the war last summer.
By 8 p.m., women in their 20s and early 30s are prowling in packs of five and six, casting meaningful glances at any and all passing men. In the bars the women dance for hours — often on top of the bar — and legs, midriffs, bare shoulders and barely covered bosoms are offered for public admiration.

Samir Khalaf, a professor of sociology at the American University of Beirut, said the
scene astonished his American colleagues. “They are just shocked,” he said. “ ‘This is Lebanon, the Middle East?’ they say. They can’t stop talking about all the belly buttons, about all these highly eroticized bodies. You see it everywhere here, this combination of consumerism and postmodernism and female competition.”
For a few weeks twice a year, after Ramadan and before Christmas, thousands of Lebanon’s young men return from jobs abroad — and run smack into one of the world’s most aggressive cultures of female display. Young women of means have spent weeks primping and planning how to sift through as many men as possible in the short time available. The austere month of Ramadan ended a week ago.
The country’s high rate of unemployment pushes the young men to seek work elsewhere, sometimes in Western countries like France and Canada, but mainly in the United Arab Emirates, Saudi Arabia and the other oil states on the Persian Gulf. The women, inhibited by family pressures, are generally left behind. “The demographic reality is truly alarming,” Professor Khalaf said. “There are no jobs for university graduates, and with the boys leaving, the sex ratios are simply out of control. It is now almost five to one: five young girls for every young man. When men my sons’ age come back to Lebanon, they can’t keep the girls from leaping at
them.”