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Sunday, December 27, 2009

MEETING GOD'S BANKERS

MEETING GOD'S BANKERS

Meeting God’s bankers
THINK ASIAN
By ANDREW SHENG

RECENTLY, I had the honour of shaking hands with one of God’s top bankers.

He had learnt the art of connecting from someone with Clinton-like charisma. He shook my right hand with a firm grip, with the left hand holding my left elbow, looked me straight in the eye and gave me the impression that he really was completely on my side.

I don’t know about the ladies, but after that I was ready to give him every cent I had to invest until it is all gone.

Why are we all so upset about bankers’ bonuses?

We should never envy the ability of people to make money, but it is the way it was made that made people mad.

It is as if someone had a heart attack, you took him to hospital and paid for the medical bill. Then, the day after, the guy goes out, has a party and you end up again with the bill.

Maybe we should have left the guy on the pavement.

But that is not how one leading Wall Street banker saw it, (http://www.timesonline.co.uk/tol/news/world/us_and_americas/article6907681.ece).

“We’re very important… We help companies to grow by helping them to raise capital. Companies that grow create wealth. This, in turn, allows people to have jobs that create more growth and more wealth. It’s a virtuous cycle. We have a social purpose.”

Last year, governments had no alternative but to rescue banks in a crisis, because their failure would have devastated the real economy. The US Federal Reserve cut interest rates, guaranteed all deposits and converted investment banks into bank holding companies so that they could receive special low interest rate funding.

Are we surprised that with almost zero funding costs, these investment banks are making money hand over fist?

Governments now seem hostage to the “too interconnected to fail” argument. Some bankers seem to have learnt from their Ponzi borrowers – if I borrow US$1,000 from my bank, it’s my problem, but if I borrow US$1bil, it’s the bank’s problem.

The logic of this is the flip side of British comedian Ronnie Barker’s dictum: “Success is relative – the more success, the more relatives.” Loss is also relative, the more loss to more people, the more I can’t lose.

Asians have great difficulty in commenting on the present state of affairs without seemingly criticising our teachers.

After all, we learnt the science of modern banking and financial regulation from the West. I am the first to admit that this crisis has shaken what I learnt about market values to the core.

So where did our teachers go wrong? Financial regulators are the first to preach to bankers to “Know Your Client and Know Your Risks”.

With hindsight, our teachers ignored their own advice because they had not appreciated that the tools and processes that worked for simple retail banking were totally inadequate when the banks had evolved into wholesale banking giants with massive derivative liabilities (hidden in the generally under-regulated shadow banking area).

To be fair, during the Asian crisis, we also failed to understand how Asian corporations were hugely over-leveraged.

The second mistake was also a blind spot. Our teachers failed to appreciate that a fundamental difference between retail banks and wholesale banks is the principal-agent problem.

Historically, banks are regulated because they are agents for public savings. They are the network connectors between the retail public and the corporate and consumer borrowers.

Retail banks are heavily regulated and given a safety net precisely because their failure would have large contagion impact on the depositors and borrowers.

What had happened was that under intense competition, banks could not make money from the declining spread (lending rate minus deposit rate), so they moved into wholesale banking.

They packaged their loans into new derivative instruments to sell and fund themselves and engaged in proprietary trading. In other words, they were less and less agents for their customers and more and more principals in their own right.

This was driven by the idea that banks should be universal and one-stop “financial supermarkets”.

Western regulators had always argued that hedge funds should not be regulated because they are investors, trading on their own account with their own money, so that their failure would not be systemic.

However, when investment banks are trading for their own account, they are actually competing with their customers.

Are they agents (which should be regulated) or are they principals (which should not)? Herein lie the conflict of interest between principal and agent.

No one disputed the old partnership model of merchant banks, because when the merchant banks failed through their proprietary trading, the losses were borne by the partners.

But when investment banks became public companies and also key originators and market makers, their capital inadequacy clearly made the whole system vulnerable.

Should the public guarantee proprietary trading?

If you accept this fundamental principle, why don’t the public guarantee you and me when we do proprietary trading?

Why isn’t a major commodity trader not given a public guarantee, while investment banks are given that safety net?

Arguably, there is now no level playing field between those who do proprietary trading with a public safety net and access to cheap funding and those who don’t.

Hence, it’s not a question of whether banks should be split up under Glass-Steagall because they are too big to fail.

It is because if investment banks primarily engage in proprietary trading, they cannot have their cake and eat it with a public safety net.

To paraphrase Confucius: “Making money should be like frying small squid (or was it fish?) – it must not be overdone.”

·Datuk Seri Panglima Andrew Sheng is author of “From Asian to Global Financial Crisis” and adjunct professor at Tsinghua University, Beijing, and Universiti Malaya.
 

No more RPGT for properties sold after 5 yrs of purchase in Malaysia

No more RPGT for properties sold after 5 yrs of purchase in Malaysia

No more RPGT for properties sold after 5 yrs of purchase in Malaysia
08:53, December 24, 2009

Malaysian Prime Minister Najib Razak announced on Wednesday that the Real Property Gains Tax (RPGT) of 5 percent will only be applied to properties sold within five years of purchase.

This implied that a real property seller would not incur the tax if he sold his real property after five years from the date of purchase, said Najib at the swearing-in ceremony of the Federation of Chinese Associations Malaysia (Hua Zong).

By making the decision after receiving appeal from Hua Zong and other industry players, Najib said the Malaysian government would forgo tax revenue amounted to 200 million ringgit (57.14 million U.S. dollars) a year.

The RPGT of 5 percent was announced in the 2010 Budget of the country in October 2009. It was aimed to broaden Malaysia's tax base to finance various development projects and reduce the physical deficits in Malaysia.

With the RPGT applied to less real property sellers, Najib hoped that the move would drive the real estate sector to grow at a speedier rate next year.

Meanwhile, Najib said hotel owners reinvesting in the refurbishment, renovation or expansion of their premises in next five years would receive 60 percent allowance on the extra investment made.

Najib said this was to encourage the hotel owners to tap the great potential in the country's tourism industry, adding that Malaysia was expecting more than 22 million tourist arrivals in the country this year.

Source: Xinhua

1 comments:

Ricard said...
Good news!

Five Lessons from the eBay-Craigslist Fight

Five Lessons from the eBay-Craigslist Fight

Five Lessons from the eBay-Craigslist Fight
Entrepreneurs considering a strategic alliance can learn from the legal battle between the online auctioneer and the online classifieds site, says Tom Taulli

By Tom Taulli
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Back in 2004, eBay (EBAY) purchased a 28.5% stake in Craigslist for $32 million. The online auctioneer and the online classifieds company planned to expand into global markets in a joint venture as well as share best practices. However, the relationship quickly deteriorated and eBay launched its own classifieds service, Kijiji, in 2007. EBay claims that there was a lack of seriousness to work together, whereas Craigslist says it wanted to remain in control and continue its mostly free services.

Now, the parties are embroiled in dueling lawsuits: EBay says that its stake was unfairly diluted and wants to get its original equity amount back. Craigslist says it's the victim of unfair competitive practices and violations of confidentiality. It wants to get all its shares back and receive damages for lost profits and malicious actions.

Such disputes are often settled out of court because of the expense and distraction involved, but the lawsuits are moving forward. EBay wants to maximize its ownership in Craigslist, which is a valuable asset (with 50 million unique monthly visitors and 19 billion page views) and continue to learn from its operations. As for the Craigslist, it is in the awkward position of having one of its largest competitors as a major shareholder.

As a result, we can get an inside look at big-time dealmaking—gone wrong and wild—that offers some valuable lessons for any entrepreneur contemplating a strategic agreement with another company. Let's take a look:

1. When issuing stock, include shareholder restrictions. The eBay-Craigslist dispute got its start because of a disgruntled shareholder who wanted the venture to focus much more on increasing profits. The shareholder owned a 28.5% stake in Craigslist and was actively shopping the shares from 2003 to 2004. There was nothing Craigslist could do because the shareholder agreement did not have resale restrictions. It would have been advisable for Craigslist to have insisted on a right-of-first-refusal clause, which gives the company and current investors the right to participate in any share sales before others.

In a similar vein, when transferring equity from your own company, make sure you hire a qualified securities attorney to craft strong resale restrictions. These clauses can get extremely complicated. Check out my previous column for what to consider when choosing a lawyer to help you do this.

2. Spell out the responsibilities of each of the partners. The eBay-Craigslist arrangement was a classic strategic relationship. To keep growing, eBay wanted to enter adjacent markets, such as classifieds. By having a board seat and significant equity stake, the company would be in a position to learn about the dynamics of a successful classifieds business. Ultimately, this could lead to joint ventures or even an acquisition, which is what eBay really wanted, according to the legal briefs.

Craigslist also received benefits, such as learning about running successful online marketplaces, dealing with illegal activities in online forums, putting together professional financial forecasts, and operating in foreign markets.

Then why did this relationship break down? It's far from clear. But there are hints. For example, Craigslist did not want to maximize profits or sell out to eBay. It also appeared that the initial share purchase was rushed by eBay to try to prevent Google (GOOG) from gaining a foothold in the classifieds market.

Generally, it's a good idea to spend time crafting your go-to-market strategy for an alliance and coming up with extensive deliverables before you sign off on the transaction. Key questions for both companies to hash out together include: Who will work on the various parts? What are the timelines? How are the capital contributions allocated? What is the profit split? In a way, it's as if both sides are putting together a comprehensive business plan. For more on what to consider, read my previous column.

3. Put an exit plan in place as part of the deal. It could be in the form of a buyout clause. Craigslist could have negotiated the right to purchase back the equity interest, but eBay rejected this. The company saw its ownership in Craigslist as vital and wanted it to be solid. According to its legal brief, Craigslist said there was a "gentleman's agreement" for a buyout arrangement. But such unwritten agreements are usually not enforceable, especially when they are between two sophisticated parties.

4. Protect confidential information. Intellectual property is often the most valuable asset for a company, especially in the tech world. This is why it's critical to negotiate hard on protecting confidentiality as well as limiting the use of information. As for the eBay-Craigslist dispute, there is disagreement on how broad these protections were in the shareholder agreement. Could this information be used for the launch of Kijiji? The courts will likely decide that question.

Besides strong contractual provisions, it is also smart to find other ways to protect intellectual property from the other party. This might include filing a patent with the federal government and making the technology a trade secret (which means taking comprehensive steps to protect its confidentiality).

5. Beware of tough terms. Even though eBay was a minority shareholder, it still managed to get lots of leverage. In the shareholder agreement, the company negotiated protections such as veto rights over the issuance of new shares; the ability to block certain transactions; a right to inspect the books; and a right of first refusal on the sale of the founders' shares. And of course, there was the right to compete in the classifieds market.

Sound one-sided? Keep in mind that companies with more leverage than yours can exact tough terms—and once you agree to them, it's nearly impossible to get rid of them. Of course, Craigslist did make some strong attempts to do so. By using a variety of intricate legal maneuvers, the company was able to reduce eBay's ownership from 28.5% to 24.85% and even eliminate its board seat. Of course, these actions resulted in one of its current lawsuits, which is likely to be expensive and time-consuming.

Had Craigslist negotiated stronger protections—such as a buyout clause—then these maneuverings would likely have been moot. Of course, there is a good chance that eBay would have balked. If so, the best choice for Craigslist may have been to find another buyer for the interest.

The eBay-Craigslist dispute offers a rare glimpse into the complexities of strategic alliances. Yes, even top operators can botch relationships. Like any complex business arrangement, you need strong planning, tough negotiations, and a good exit plan.

1 comments:

Ricard said...
Good lessons to learn: those compete in the existing markets, you would have to fight with bloody competitors like Red Ocean. Use Blue Ocean strategies, like go to new market with existing products or with different technologies in the same markets. Google, Apple and Microsoft, etc are competing in the same market with different core competencies and they succeeded and thrived in blue ocean, no bloody fight!