Corporate Finance: July 2008 Archives

On 4th July 2008, The Banking Commission of France (BCF) fined Société Générale €403 million euros for the bank's lack of internal controls in a €4.9 billion trading loss in January 2008.  SocGen blames 'rogue trader' Jérôme Kerviel for the loss after it discovered his trading positions on 18th January.  SocGen's chairman Daniel Bouton also blamed Kerviel for the stockmarket's 6% fall on 21^st January 2008.

Kerviel counter-blames SocGen for its loss, fired his lawyers, and adopted an aggressive stance with a new legal team during a court hearing in France on 23rd July.  SocGen had already suffered fallout from the revelations about Kerviel's losses: Bouton made changes to senior management, and the French bank had to raise €5.5 billion euros to recapitalise, and prevent SocGen from becoming an M&A takeover target.

SocGen's 'rogue trader' claim against Kerviel recalls the fate of trader Nick Leeson whose speculation on derivatives and options markets led to the collapse of Baring's Bank in 1995.  Leeson attempted to trade himself out of bad decisions through his knowledge of exotic options, his control of the settlements role, and his tactical deception using spreadsheet models and accounts with whited-out text that was invisible to others.  SocGen claims Kerviel used complex program trades with exchange traded funds and swaps for a similar tactical deception.  Leeson's losses made Baring's illiquid and in 1995 the English merchant bank was sold to ING for £1.

On the surface Leeson and Kerviel share enough similarities as a pair to warrant the 'rogue trader' label.  Both had knowledge of sophisticated financial instruments and markets.  Both used this knowledge to make substantial profits for their respective firms.  Both were in teams which faced rapid revenue growth but also with a lack of internal controls: Singapore for Leeson and Delta One for Kerviel.  Both used tactical deception in attempts to escape from adverse trade situations, caused by the misuse of financial instruments, dynamic disequilibriua in the markets, and cascade events.  In Leeson's case, Japan's Kobe earthquake on 17th January 1992 was also a Black Swan event.  Both Leeson and Kerviel have made counter-accusations that the banks' senior management were scapegoating them for larger institutional losses.

One central difference between Leeson and Kerviel is that all game-players are now more aware of 'rogue trader' as a media narrative and symbol of financial villains.  Bloggers posted Kerviel's resume online and registered his name as a website address.  Bouton quickly singled Kerviel out for blame before French authorities also charged Kerviel's manager.  Kerviel countered this with claims that SocGen's senior management was happy with his trading and that the bank had broader problems with its risk management system.  Independent sites such as ReTheAuditors.com also discussed Kerviel's case.

SocGen appointed a Special Committee to investigate Kerviel's trades and to evaluate its corporate governance and risk management systems.  The Special Committee and General Inspection reports found problems with Kerviel which echo post-mortems on Leeson: no supervisor, an inexperienced new manager, problems with intraday positions and high-correlative markets, ignored red flags, and a lack of transparency between middle office and back office functions.  The bank also derisked its internal review by hiring PricewaterhouseCoopers to evaluate SocGen's risk management systems.  The audit firm then derisked itself by de-scoping its report which PwC claims was based on SocGen's internal documents and industry best practices.

Was this an exercise in 'plausible deniability'?  Perhaps.  Did it interest book publishers? Yes, the entrepreneurial small press turned Kerviel's case into several 'quick books' for micro audiences.  Did Kerviel create a new market?  Definately: at a university career fair in May 2008 a Gen Y consultant pitched to me that her Big 4 accounting firm could prevent future Leesons and Kerviels through the automatic control of access rights to critical IT systems.  I countered that whilst this solution would provide audit trails, it might not deal with the 'human factors' that allow failures such as Leeson and Kerviel to (re)occur.

BCF's fine signals some deeper problems in SocGen's corporate governance and risk management systems.  Traders can use knowledge of complex derivatives, options and trading systems for tactical deception.  They may also perceive risk management as a separate function rather than an integral process, although this is changing after the 2007 subprime crisis.  Senior managers who keep changing their stories in a crisis may be stonewalling.  The pressure to make profits can mean that outcomes-based systems are manipulatable according to the outcomes demanded.  In Kerviel's case managers ignored 'red flags' from the Eurex derivatives exchange.  Could Eurex have the independent power to bar traders who reach a high level of 'red alerts' in a given period?  What if Eurex took a solution from nuclear detente and have a 'red phone' line direct to SocGen's internal auditors and external regulatory agencies?

Leeson and Kerviel are proof that traders always face the possibility of large losses from consistent market trades.  Fans of Oliver Stone's film Wall Street (1987) and Michael Lewis's memoir Liar's Poker (W.W. Norton & Co., New York, 1989), which is mandatory reading in many MBA corporate finance classes, can overlook this market reality.  But equally overlooked is a more troubling problem: the differences in promotion pathways and work culture between compliance/legal/risk staff and traders who must live by their next deal regardless if the client blows up.  Gordon Gekko (Michael Douglas) recruits Bud Fox (Charlie Sheen) in Wall Street because Fox is ambitious, risk aware, and his working class roots give him a gritty edge.  Lewis suggests in Liar's Poker that Salomon Brothers traders share a similar outlook.  SocGen's managers promoted Kerviel to junior trader from a compliance role and SocGen's lawyers now believes this risk management knowledge aided Kerviel's tactical deception.  Described by friends as 'honest, working class' Kerviel might be Bud Fox without the 'remorse of conscience'.

You can blame George Soros for making hedge funds the dark horse of the irrationally exuberant 1990s.

As the public face of the Quantum Group of Funds, Soros gained notoriety for short selling the English pound in September 1992 and allegedly making $1 billion in profits.  Adam Curtis observes in his riveting documentary The Mayfair Set (BBC, 1999) that Soros' victory signalled the first time that market speculators had beaten a country's central bank.  In the aftermath Soros cultivated a master trader persona based on his personal 'theory of reflexivity' or how 'participant's bias' can shape our actions in and perceptions of market events.  Hedge fund chic arose in Wall Street as investment banks rushed to found hedge funds, which use leverage and pooled capital to manage assets, derivatives and securities for an investor group.

Financialistas however are showing signs of buyers' remorse as subprime turbulence brings an end to Soros-inspired hedge fund chic.  The high-profile collapse of Bear Stearns' two hedge funds in mid 2007 was only a precursor, Hedge Fund Research notes, of 170 liquidated in early 2008.  The survivors have adopted Soros' global macro strategy which relies on computational finance and dynamical models of currencies, interest rates and other macroeconomic factors to achieve returns.

Global macro is a risky strategy for several reasons: it requires forecasting models of complex interactions, computing power and fund mangers with impeccable judgment for asset allocation.  In fact global macro deals with a specific risk class known as systemic risk that results from business cycles and macroeconomic movements, thus it cannot be diversified away.  Add funds' massive leverage of pooled securities, industry secrecy, little government regulation and hypercompetition between different funds and managers, and an accurate calculation of risk-return is difficult.  These challenges overshadow the potential of applied research solutions, such as Fritz Zwicky's morphological analysis, a problem-solving method which deals with 'multi-dimensional, non-quantifiable problems' - relevant to the macroeconomic factors and systemic risk in global macro strategies.

Hedge fund chic faces several other problems.  As an investment category hedge funds have matured and their combination of high leverage and high management fees are unsuitable for many non-institutional investors.  Subprime fallout is triggering change in US financial and regulatory institutions which will inevitably lead to more rules and regulatory oversight of edge funds and managers.  Internally, hedge funds also need to separate managerial processes (principal management, portfolio execution) from financial reporting (mark to market book) and governance (board, corporate and policies & procedures).

Which means despite Soros' alchemical touch hedge fund chic may now be a fad.

Former securities analyst Henry Blodget recently launched ClusterStock which provides daily news, commentary, and research analysis on the economy, energy, financial services, retailing and technology sectors.  ClusterStock's parent company Silicon Alley Media appears to follow the Web 2.0 nanopublishing business model of Gawker Media's Nick Denton and Mahalo founder and entrepreneur Jason Calacanis.

In a 2008 last-minute submission to Australia's Review of the National Innovation System I contended that market-based approaches may resolve some challenges in the organisational design and concept to cash/concept to market processes of R&D consortia and institutions.  ClusterStock provides an example for strategic implementation: coverage of market events by sector specialists, near real-time commentary on conference calls, and assumptions testing via reader/user feedback.  The public face provides an information filter and feedback loop in the incubation and idea generation phases of creative innovation.  R&D consortia could implement this web publishing model as a peristyle public face with separate internal processes for 'commercial in confidence' information and corporate/government partners.

For his side of the infamous dotcom era blow-up plus an insider's critique of the investor ecosystem see Blodget's informative consumer guide The Wall Street Self-Defense Manual (Atlas Books, New York, 2007) and Slate Magazine's accompanying articles.

US capital and derivatives markets in mid-2008 provide a real-time laboratory for behavioural finance analysts who want to understand the madness and wisdom of crowds.  The past week's case studies include the implosion of the US bank IndyMac and the market volatility triggered by fears that Fannie Mae & Freddie Mac are highly exposed to liquidity risk.

As financial reporter Michael S. Rosenwald notes in The New York Times, these recent events appear to fit the behavioural finance hypothesis that individual investors who make fear-driven and risk-averse decisions can trigger pricing shifts as an aggregate rational herd.  Guillermo A. Calvo and Enrique Mendoza found in a 1997 paper that globalisation counteracts the emergence of rumour markets based on imperfect information and country-specific knowledge, although not in emerging markets due to uncertainties.

However the recent events have different conditions that set delimits on Calvo and Mendoza's model: the United States is the epicentre of the bear market triggered by the 2007 subprime crisis, Fannie Mae and Freddie Mac have psychological primacy as major financial institutions with US Federal Government backing, and investment media firms such as Bloomberg and CNBC use globalisation to create de facto rumour markets amongst day-traders and others.

Readers interested in rational herds should also check out Christopher P. Chamley's book Rational Herds: Economic Models of Social Learning (Cambridge University Press, Cambridge UK, 2004), excerpt here.

Decision researchers are the other early winners of the 2007 subprime crisis, due to the failure of many quantitative models to predict the Black Swan event.  Rosenwald mentions Harvard University's new Bio-Behavioral Laboratory for Decision Science which conducts 'conducts research on the mechanisms through which emotional and social factors influence judgment and decision making.'  He also refers to the Oregon-based nonprofit group Decision Research.  An Australian-based counterpart might be the Capital Markets CRC, an R&D consortia that focuses on 'new technologies and improvements in market design'.

Investment analysts still have divergent opinions on recent events.  However the research agenda above prompts several new questions:  What happens to rational herds and rumour markets when bio-behavioural methods of decision-making are no longer 'imperfect information' but are widely understood and integrated into investment choices?  How will markets be redesigned to cope with this eventuality, and who will take on this responsibility?  What new financial instruments, markets and products will emerge generativity?

The New York Times reports that the US Senate Permament Subcommittee on Investigations named Australian property maven and philanthropist Frank Lowy in a 114-page Staff Report on how the investment bank UBS created offshore tax havens in Liechtenstein.  The report is part of a Permanent Subcommittee investigation on Tax Haven Banks and US Tax Compliance which held a hearing on 17th July 2008.

The Permanent Subcommittee's press release claims that Lowy used Liechtenstein's LGT Bank to 'transfer companies and a foundation with a Delaware corporation to help the Lowys hide their beneficial interest in a foundation with $68 million in assets.'  NYT reveals the foundation was Laperla based in Liechtenstein and used to funnel up to $US100 million.

The Sydney Morning Herald reports Lowy is cooperating with an Australian Taxation Office audit.  Lowy's son Peter is rescheduled to appear at a Permanent Subcommittee hearing on 25th July.

The Australian Financial Review's forensic journalist Neil Chenoweth investigated Australian entrepreneurs with Swiss offshore tax havens in Packer's Lunch (Allen & Unwin, Sydney, 2007).  For a broad international context also see my 2006 essay on anti-money laundering initiatives.

Could the roots of the 2007 subprime crisis in collateralised debt obligations (CDOs) and residential mortgage-backed securities (RMBS) lie in financial analysts who all used similar assumptions and forecasts in their quantitative models?

Barron's Bill Alpert argues so, pointing to a shift of investment styles after the 2000 dotcom crash from sector-specific, momentum and growth stocks to value investing.  Investment managers who prefer the value approach then constructed their portfolios with 'stocks that were cheap relative to their book value.'  In other words, the value investors exploited several factors --- the gaps in asset valuation, asymmetries in public and private information sources, price discovery mechanisms and market participants --- which contributed to mispriced stocks compared to their true value.

However, the value investing strategy had a blindspot: many of the stocks selected for investment portfolios also had a high exposure to credit and default risk.  The 2007 subprime crisis exposed this blindspot, which adversely affected value investors whose portfolios had stocks with a high degree of positive covariance.

Alpert quotes hedge fund manager Rick Bookstaber who believes that financial engineers have accelerated crises and systemic risks via the complex dynamics of new futures contracts, exotic options and swaps.  These new financial instruments create interlocking markets (capital, commodities, debt, equity, treasuries) which have the second-order effects of larger yield curve spreads and trading volatility.  Alpert and Bookstaber's views echo Susan Strange's warnings a decade ago of 'casino capitalism'  and 'mad money' as unconstrained forces in the international political economy.

Quantitative models also failed to foresee the 2007 subprime crisis due to excessive leverage, difficulties to achieve 'alpha' or above-market returns in market volatility, and the separation of risk management from the modelling process and testing.  Other commentators have raised the first two errors, which have led to changes in portfolio construction and market monitoring.  Nassim Nicholas Taleb has built a second career on the third error, with his Black Swan conjecture of high-impact events, randomness and uncertainty (see Taleb's Long Now Foundation lecture The Future Has Always Been Crazier Than We Thought).

Alpert hints that these three errors may lead to several outcomes: (1) a new 'arms race' between investment managers to find the new 'factors' in order to construct resilient investment portfolios; (2) the integration of Taleb's second-order creative thinking and risk management in the construction of financial models, in new companies and markets such as George Friedman's risk boutique Stratfor; and (3) a new 'best of breed' manager who can make investment decisions in a global and macroeconomic environment of correlated and integrated financial markets.

The Securities & Exchange Commission (SEC) in the United States plans to adopt the International Financial Reporting Standards (IFRS) in order to enhance US competition in global markets.  The IFRS would be harmonised with, and may even replace the existing US accounting rules, the Generally Accepted Accounting Principles (GAAP) that the Financial Accounting Standards Board (FASB) oversees.

Critics are concerned the shift from GAAP to IFRS is an ill-fated intervention by US regulators comparable to the administrative burdens of Sarbanes-Oxley (SOX) compliance.  The perceived 'institutional creep' taps deep US fears on the potential for global governance institutions like the United Nations to interfere with US legal jurisdictions, Administration policies and national will.

To manage this resistance the SEC released a public roadmap and conducted a roundtable in December 2007.  However the Federal Reserve Chairman Ben Bernanke and US Treasury Secretary Henry Paulson upstaged this initiative in the issues-attention cycle due to their attempts to dampen the fallout in financial markets from the 2007 subprime crisis.  Collectively the SEC, Federal Reserve and US Treasury proposals signal major changes to the US financial system's regulatory framework.

The SEC's initiative has (at least) three possible side effects.

The planned harmonisation with IFRS will increase the tension between the SEC and US business leaders and policymakers over gaps in the IFRS, cultural differences, and the compliance mechanisms for regulatory oversight.  The coevolution of the US financial system and global governance will need to be reframed as a systems-level opportunity to overcome partisan interests.

The Australia-US Free Trade Agreement (AUSFTA) may be the 'test case' for US implementation of IFRS accounting rules.  AUSFTA establishes a bilateral framework on intellectual property rights and strengthens the positive correlation between the US and Australian financial markets.  If it's really 'outsourcing' the US accounting/taxation regulatory regime as its critics believe the SEC is doing so to a 'friendly' nation-state.

Enterprise Resource Planning vendors such as Infosys and SAP could also benefit in the SEC's shift to IFRS.  ERP systems enable trans-national corporations to be scalable and integrate their subsidiaries' financial reporting through a centralised database, called master data management.  SAP for instance has business rules that harmonise the taxation reporting of different countries.  If the SEC's roadmap unfolds then SAP and other ERP vendors will have to update their configurable platforms.  IFRS rules could reinvigorate the ERP market for enterprise application integration which uses systems architectures to integrate different computer systems, software, and data.