The hottest Corporate Governance Substack posts right now

And their main takeaways

January 2019 Data Update 6: Profitability and Value Creation!

Musings on Markets • 0 implied HN points • 27 Jan 19

💼 Business Corporate Governance

The lowest standard for a business's success is just making money, but that's not enough to ensure long-term survival. Companies need a clear path to profitability to stay in business.
It's important to compare profits relative to the size of a company to get a clearer picture of its financial health. Looking at profit margins helps us see how well a business performs against its competitors.
Creating value goes beyond just making profits; companies should earn more than what could be made by investing capital elsewhere. Many companies struggle to meet this higher standard, making value creation challenging.

Faith, Feedback and Fear: Ready for the Valeant Test?

Musings on Markets • 0 implied HN points • 22 Nov 16

💼 Business Corporate Governance

It's important to learn from your mistakes, especially when dealing with investments that didn't go well. Reflecting on losers can teach valuable lessons and prevent holding onto bad investments too long.
Investing often requires balancing faith in your strategy with being open to new information. You need to trust your value assessment while also being ready to adapt when the market tells a different story.
The case of Valeant shows that tough financial times can create both danger and opportunity. With risks present, understanding when to hold or sell is a crucial part of investing.

Family Feuds: The Promise and Peril of Family Group Companies!

Musings on Markets • 0 implied HN points • 17 Nov 16

💼 Business Corporate Governance

Family group companies can have strong connections that help them succeed, but relying too much on relationships can lead to cronyism and limit growth.
These companies often use their internal capital to support other businesses in the group, which can be beneficial but may also lead to poor investment decisions.
When families control companies, they can make long-term good choices, but this same control can lead to resistance to change and mismanagement.

Fairness Opinions: Fix them or Flush them!

Musings on Markets • 0 implied HN points • 14 Sep 16

💼 Business Corporate Governance

Fairness opinions are supposed to check if a deal is fair, but many appraisers do it poorly. They often rely on numbers from company management, which can lead to biased results.
These opinions don't really protect shareholders like they were meant to. Instead, they're often just a way for boards to avoid scrutiny after a deal.
To improve fairness opinions, there should be stricter rules and penalties for appraisers and managers who don't follow fair practices. This could help make the valuation process more trustworthy.

Keystone Kop Valuations: Lazard, Evercore and the TSLA/SCTY Deal

Musings on Markets • 0 implied HN points • 06 Sep 16

💰 Finance Corporate Governance

The Tesla and SolarCity deal raised serious concerns about potential conflicts of interest. Elon Musk was heavily involved in both companies, which made people worry about whether he was making decisions that were best for shareholders.
The investment banks involved in valuing the deal, Lazard and Evercore, faced challenges in justifying the merger. They had to convince both sets of shareholders that the deal was a win for everyone, which is often a tough balancing act.
The valuations provided by the banks were criticized for being poorly constructed and based on questionable assumptions. It seemed like they relied too much on management's cash flow forecasts without proper scrutiny, which raised doubts about their thoroughness and ethics.

Get a weekly roundup of the best Substack posts, by hacker news affinity:

January 2016 Data Update 5: Making a case for corporate governance

Musings on Markets • 0 implied HN points • 21 Jan 16

💼 Business Corporate Governance

More than half of publicly traded companies don't make enough returns to cover their costs, meaning they might actually be losing value instead of gaining it.
Some companies consistently make bad investment choices, but their managers often stay in place because it's hard to change leadership or hold them accountable in many parts of the world.
Certain industries, like tobacco, perform much better than others, like oil, which struggled due to falling prices, showing there are businesses that keep failing while managers fail to recognize the problems.

The Compressed Tech Life Cycle: The Managerial Challenge

Musings on Markets • 0 implied HN points • 18 Dec 15

💼 Business Corporate Governance

Tech companies have a faster life cycle than other businesses, meaning they can quickly go from growth to decline. Managers need to adapt their strategies to fit this speed.
When managing a tech firm, it's important to accept the short life cycle and focus on growth, debt management, and returning cash to shareholders when needed.
To extend a tech company's lifespan, managers can innovate new products, change their business model, and create barriers for competitors, but they must be careful not to create public or legal backlash.

Runaway Stories and Fairy Tale Endings: The Cautionary Tale of Theranos

Musings on Markets • 0 implied HN points • 12 Nov 15

💼 Business Corporate Governance

Theranos started with a great story of innovation, aiming to make blood tests cheaper and less painful, which attracted a lot of excitement and investment.
However, the company faced major issues when it was revealed that their technology didn't deliver reliable results, leading to a decline in trust and support.
It's important for investors and journalists to look beyond a compelling narrative and question the science and governance behind a company to avoid being misled.

Beijing Blunders: Bull in a China Shop!

Musings on Markets • 0 implied HN points • 21 Aug 15

💰 Finance Corporate Governance

China's economy has grown rapidly, with visible signs of prosperity, particularly in urban areas. People see this growth through new infrastructure and increasing consumer goods.
The Chinese economy is not purely driven by market forces, as government policies heavily influence which companies thrive. This central control can lead to inefficiencies and risks.
Chinese companies often have lacking transparency and governance, which creates challenges for investors. It's important to be cautious and do proper research before investing in this market.

Is your CEO worth his (her) pay? The Pricing and Valuing of Top Managers!

Musings on Markets • 0 implied HN points • 29 Apr 15

💼 Business Corporate Governance

CEO pay has increased significantly over the years, often rising faster than employee wages, and is often tied to stock performance.
Many CEOs are compensated based on market trends rather than their actual performance, which can lead to overpayment.
Good corporate governance is needed to ensure that shareholders can effectively influence CEO compensation decisions.

The GM Buyback: Beyond the Hysteria!

Musings on Markets • 0 implied HN points • 27 Mar 15

💼 Business Corporate Governance

GM has struggled with management issues for many years and hasn't proven itself to be well managed in recent times. They've faced big challenges that have affected their performance.
The automotive industry is facing serious problems and is expected to go through disruption. Many companies, including GM, aren't making enough money compared to their costs, which raises concerns about their future.
Buybacks can be controversial. Some believe that GM should focus on investing in its business and workers instead of buying back stock, arguing that it might be better for the company's long-term health.

How low can you go? Doing the Petrobras Limbo!

Musings on Markets • 0 implied HN points • 11 Feb 15

💰 Finance Corporate Governance

Petrobras had a major rise and fall in its market value, going from a top global oil company to losing over $200 billion due to poor management and political interference.
The company's governance structure allowed the Brazilian government to maintain control while still raising funds from shareholders, leading to decisions that favored political gains over profitability.
Investors should be cautious when companies are heavily influenced by government interests, as this can result in value destruction rather than shareholder benefits.

Go where it is darkest: When company, country, currency and commodity risk collide!

Musings on Markets • 0 implied HN points • 20 Nov 14

💰 Finance Corporate Governance

Investing in companies with uncertain futures can lead to bigger rewards. While it may seem safer to choose stable companies, those come with less potential for finding great deals.
Understanding various risks, like country, currency, and corporate governance, is crucial when valuing companies. These factors can greatly impact a company's success and its stock price.
Higher commodity prices usually benefit mining and oil companies, but these markets are unpredictable. A thorough understanding of these cycles is necessary for wise investing.

The Walking Dead: Blackberry, Yahoo and the Zombie Apocalypse!

Musings on Markets • 0 implied HN points • 30 Sep 14

💼 Business Corporate Governance

Some companies can stick around even after their business model has failed, like zombies in a show. They keep going but aren't really successful anymore.
Managers of these struggling companies often believe they can fix things, even when it's clear their efforts are not working. They might waste resources trying to revive the business.
When investing in these 'walking dead' companies, it's important to recognize that their management may make bad decisions, leading to further losses. Investors should be cautious and realistic about their value.

Alibaba's Governance by Politburo: Corporate Governance and Value

Musings on Markets • 0 implied HN points • 16 Sep 14

💼 Business Corporate Governance

Alibaba's ownership structure gives almost no power to shareholders, making it more like a dictatorship than a democracy. Shareholders can feel powerless since they don't have a real say in decisions.
Good corporate governance is important, but it doesn't always guarantee better performance or higher value. Sometimes, companies with strong CEOs may perform well despite lacking accountability.
Investors have different views on management power. Some see it as a strength, believing a strong CEO can drive growth, while others worry about the risks of poor decisions without checks and balances.

Alibaba's coming out party: Valued right, but is it priced right?

Musings on Markets • 0 implied HN points • 08 Sep 14

💼 Business Corporate Governance

Alibaba has a strong presence in the Chinese online retail market, which gives it a lot of potential value. The company has high revenue growth and good profit margins, making it attractive to investors.
When setting a price for an IPO, bankers focus more on how much they think investors will pay rather than the company's actual value. This means the price can often be subjective and influenced by market demand.
Investing in Alibaba might be risky due to concerns about its governance structure and how it operates under Chinese regulations. Anyone considering investing should be aware of these factors.

Alibaba: A China Story with a profitable ending?

Musings on Markets • 0 implied HN points • 09 May 14

💼 Business Corporate Governance

Alibaba entered the e-commerce market in China early and grew with it. They adapted their services to fit local needs, making them a key player in online retail.
The company has a unique approach, charging low transaction fees and focusing on advertising revenue. This has helped them maintain a competitive edge in a crowded market.
Alibaba's growth is impressive, but future challenges include rising competition and changes in market conditions. Investors should keep an eye on these potential risks.

If Tim Cook does not care about the "bloody ROI", does he care about the "bloody stock price"?

Musings on Markets • 0 implied HN points • 03 Mar 14

💼 Business Corporate Governance

Tim Cook's focus on social responsibility may conflict with the business goal of maximizing profits. Companies should balance doing good with making money.
Transparency is key in corporate social responsibility. Companies need to share how much they are spending on social initiatives with shareholders.
Shareholders should have a say in how companies operate, especially regarding spending on social issues. Not including them in the conversation can create mistrust.

Marty Lipton: Shareholder Champion, Stakeholder Protector or Management Tool?

Musings on Markets • 0 implied HN points • 10 Mar 13

💼 Business Corporate Governance

Activist investors are not necessarily short-term thinkers. Studies show that they often hold onto their investments longer than many passive investors, and they focus on getting companies to do what's best for their shareholders.
It's okay for activists to speak out and share their opinions. Just like other investors, they have the right to use media to explain their views and more open discussions can help companies improve.
Long-term shareholders actually benefit from activist investors. These activists push for changes that can help improve a company's performance and protect shareholders from unaccountable management.

Michael Dell's Conflicted Buyout

Musings on Markets • 0 implied HN points • 12 Feb 13

💰 Finance Corporate Governance

Management buyouts can create conflicts of interest, especially when managers are involved in both selling and buying their own company. This can lead to questions about whether they really represent the best interests of shareholders.
To justify their buyout offers, managers may use arguments that might not fairly reflect the company's true value. They often hire investment banks for appraisals, but these banks might be biased because they benefit from the deal going through.
Investors have different choices when facing a buyout offer. They can simply accept the offer, express their frustration, or try to rally support from other shareholders to negotiate a better deal.

Acquisition Advice: Big deal or good deal?

Musings on Markets • 0 implied HN points • 05 Dec 12

💼 Business Corporate Governance

Investment bankers often have conflicting roles when advising on mergers and acquisitions. They might benefit more from just completing deals rather than giving the best advice, leading to poor outcomes.
Meticulous vetting of deals is essential, especially big ones. Bigger deals tend to get less effective advice, which can be harmful to the companies involved.
The way bankers are paid needs to change. If their fees were tied to the success of the deals over time, they might give better advice and help their clients avoid bad acquisitions.

Acquisition Hubris: Over confident CEOs and Compliant Boards

Musings on Markets • 0 implied HN points • 04 Dec 12

💼 Business Corporate Governance

Overconfident CEOs often push for acquisitions without proper analysis, leading to potential value destruction for shareholders. It's important for decisions to be discussed and thoroughly vetted before proceeding.
A compliant board of directors can fail to challenge a CEO's acquisition decisions, allowing unchecked authority that may result in bad deals. Good governance means the board should actively protect shareholder interests.
Research shows that overconfident CEOs are more likely to pursue acquisitions, but those deals often receive negative reactions from the market. It's vital for investors to watch how boards function in these situations.

HP's Deal from Hell: The mark-it-up and write-it-down two-step

Musings on Markets • 0 implied HN points • 26 Nov 12

💼 Business Corporate Governance

HP had a huge loss of $8.8 billion from buying Autonomy, which was a large part of the money they spent. This was mostly due to dishonesty in Autonomy's accounting practices.
The market was really surprised by HP's announcement of the loss, and their stock dropped quickly. Usually, companies' losses from bad deals aren't a shock to investors, but this was a standout case.
Many people involved in the deal are blaming each other for the mess. This highlights the problems in making big mergers and how important it is to have trust in financial reporting.

Private Equity: Too disruptive or not disruptive enough?

Musings on Markets • 0 implied HN points • 18 Oct 12

💼 Business Corporate Governance

Private equity (PE) can help fix poorly managed and undervalued companies. PE investors target these firms to improve their performance and governance.
The performance of PE investors varies a lot; while some do very well, others do poorly. This means that not all PE firms are equally successful in generating returns.
Critics of PE argue that it can lead to job losses, but the evidence is mixed. While jobs at targeted firms may drop, new jobs can also emerge in other businesses they invest in.

Facebook face plant: Time to friend the company?

Musings on Markets • 0 implied HN points • 20 Aug 12

💰 Finance Corporate Governance

Facebook's stock price has dropped significantly since its IPO, going from $38 to about $19. This decline has raised many questions about the company's financial health and future.
Valuing Facebook is tricky because it has a large user base but lacks a clear plan for making money. Its governance structure also makes it hard for investors to influence decisions.
Even though some think the stock might be undervalued at $19, it may not be the right time to buy yet. The stock's future is uncertain, and it could take a while for its true value to show.

Activist Value Investing: Be your own "change" agent

Musings on Markets • 0 implied HN points • 25 Jun 12

💰 Finance Corporate Governance

Activist value investing is when investors actively work to change how a company is run in order to increase its value. This approach lets investors feel more in control of their investments.
There are different types of value: market value, status quo value, and optimal value. Understanding these helps investors see how much more a poorly managed company could be worth if it's run better.
If you can't be an activist investor, you can either invest in companies targeted by activists or look for poorly managed companies that might be targeted in the future.

Google splits its stock and spits on its stockholders

Musings on Markets • 0 implied HN points • 13 Apr 12

💼 Business Corporate Governance

Stock splits don’t change a company's fundamental value; they just change how many shares you own. After a split, you might have more shares, but each one is worth less, so your overall value stays the same.
Splitting a stock can affect how people view a company and how likely they are to invest. Some think splits show confidence in future growth, while others view them as a distraction from real issues.
Google’s decision to create shares without voting rights shows a shift in control towards the founders. This move may concern shareholders as it limits their say in company decisions, which could lead to future controversies.

Private Equity: Hero or Villain?

Musings on Markets • 0 implied HN points • 14 Jan 12

💰 Finance Corporate Governance

Private equity investors buy shares in companies to make changes and improve their performance. They focus on companies that need better management, rather than just waiting for their stocks to rise.
When private equity groups take over, they often push for changes like selling off parts of the company and increasing dividends for shareholders. This can lead to mixed results; some companies thrive, while others may struggle.
Critics argue private equity creates job losses, but the idea is that making companies more profitable can eventually lead to new jobs and growth. It’s about improving value for shareholders and customers.

Stay Private vs Going Public: Changing landscape

Musings on Markets • 0 implied HN points • 24 Jul 11

💼 Business Corporate Governance

Businesses can choose to stay private or go public, and both choices have pros and cons. Staying private means less access to capital but more control, while going public allows for more investment but less personal control.
There are new ways for private companies to get funding, like private share markets, which let them operate like public companies without strict rules and disclosure.
Some private businesses, especially from China, are using a trick to go public by merging with small U.S. companies. This approach can hurt the investors because they have less information and power over the management.

Dual share structure: The Google model spreads

Musings on Markets • 0 implied HN points • 20 May 11

💼 Business Corporate Governance

Google introduced a new way for companies to go public by using a dual share structure, allowing founders to keep more control through shares with extra voting rights.
Voting rights are important because they let shareholders influence company decisions. However, many investors often overlook these rights if they believe the company is well-managed.
Valuing stocks with different voting rights can be tricky. Usually, voting shares are worth more, especially in companies that aren't managed well.

How do you evaluate risk taking?

Musings on Markets • 0 implied HN points • 19 Nov 10

💰 Finance Corporate Governance

Risk taking should be judged not just by the outcome but also by the process and information available at the time. Good decisions can sometimes lead to bad outcomes, and bad decisions can lead to success.
It's important to consider the side effects of risk taking, like how it impacts others. A decision might be profitable for one person but harmful to society as a whole.
How we reward or punish risk taking now can influence future behavior. If taking risks is consistently rewarded, more people will take risks in the future.

A Corporate Governance Risk Manual

Musings on Markets • 0 implied HN points • 25 Sep 10

💼 Business Corporate Governance

Risk management is divided among different fields, like finance, strategy, and statistics. This makes it complicated and sometimes inconsistent.
The author created a manual on risk governance for company directors after giving seminars around the world. He wants to share this knowledge with a broader audience.
The manual not only summarizes important ideas but also includes tasks to help businesses evaluate their risk management practices.

Checks and Balances: Eisner and Disney

Musings on Markets • 0 implied HN points • 17 Sep 10

💼 Business Corporate Governance

Good partnerships can turn around struggling companies, as seen with Eisner and Wells at Disney. They brought new energy and skill that saved the company.
Without checks and balances, even good leaders can make poor choices. Eisner's decisions worsened after losing his partner who helped guide him.
Strong boards of directors are important to keep management in check. They help prevent good leaders from making bad decisions that could hurt a company.

Cash and Cross holdings

Musings on Markets • 0 implied HN points • 28 May 10

💰 Finance Corporate Governance

Companies like Adris Grupa and Apple hold significant amounts of cash, but the market's perception of that cash can vary. Sometimes, cash isn't valued equally and can be discounted if a company isn't performing well.
Tata companies often have cross holdings, meaning they own shares in each other, which complicates their valuation. Investors need to consider multiple companies to accurately value one.
In emerging markets, trusted family names historically provided a way for investors to make decisions due to limited information. However, as markets evolve, these cross holdings might not reflect the true value of individual companies anymore.

Accounting inconsistencies

Musings on Markets • 0 implied HN points • 30 Mar 10

💼 Business Corporate Governance

Goodwill on balance sheets is often misleading; it doesn't truly represent value and can make financial statements look better than they are.
Minority interests can confuse analysts because they represent liabilities rather than actual assets, which can distort financial evaluations.
The accounting treatment of intangible assets and leases isn't consistent, leading to inaccurate measures of a company's true value and earnings.

Bad companies and good investments...

Musings on Markets • 0 implied HN points • 05 Nov 09

💰 Finance Corporate Governance

Warren Buffett often invests in companies that others see as boring or bad, because he can identify good value at the right price.
A company can be a poor business yet still be a great investment if bought at a low enough price.
Buffett's approach shows that market timing and trends aren't as important as finding undervalued opportunities.

Insider Trading: My Perspective..

Musings on Markets • 0 implied HN points • 24 Oct 09

💰 Finance Corporate Governance

Insider trading is when some investors trade using secret information not available to everyone. It's legal for company insiders to buy stock if they don’t do it right before big news, but illegal if they do.
Studies show that insider trading doesn't always lead to big profits. Insiders might have better info, but they don't always make more money from it, and relying on tips can be risky.
Instead of banning insider trading, we could make trading more transparent. This way, everyone can see what insiders are doing, which might level the playing field a bit.

MBAs and Ethics

Musings on Markets • 0 implied HN points • 31 May 09

💼 Business Corporate Governance

Ethical oaths for MBA students sound good but might not work in real life. When tough choices come up, someone will always be unhappy, regardless of the oath.
Self-interest isn't necessarily a bad thing. A balance is needed where individual goals can benefit the wider community instead of thinking serving others is the only way.
People who talk a lot about ethics might not be the most reliable. It's often the ones who boast about their values who struggle when faced with real ethical challenges.

Stockholder democracy...

Musings on Markets • 0 implied HN points • 22 May 09

💼 Business Corporate Governance

Shareholder democracy is complicated. While it might seem simple to let shareholders propose board members, different shareholders have different interests that can conflict.
Some investors may actually benefit if the company fails, like those involved in credit default swaps. This can lead to them nominating directors who might hurt the company.
It's hard to decide who can be a 'good' shareholder. Since everyone's interests differ, trusting voters to make good choices is important, even if those choices vary widely.

Are accountants learning?

Musings on Markets • 0 implied HN points • 19 Apr 09

💼 Business Corporate Governance

Employee options should be counted as expenses when given. This means they must reflect their fair value, just like other types of employee pay.
Leases should be treated like debt instead of just operating expenses. This change would provide a clearer picture of a company's financial obligations.
Research and development (R&D) costs need to be considered as capital expenses. This way, valuable assets related to innovation aren't left off company balance sheets.