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Chief non-financial officer: an emerging C-suite role?
With as many as 1,700 ESG-related regulations and standards existing globally in 2019, according to The Reporting Exchange, calls to simplify international sustainability disclosure standards are hardly surprising.
What could make last year’s COP26 a breakthrough in simplifying sustainability reporting, though, is the urgency and unity its participants have pledged to tackle the problem of a fragmented and chaotic regulatory landscape that has proved a fertile breeding ground for greenwashing.
The fact that just any ESG or climate reporting won’t suffice has also been pointed out by Kenneth P Pucker in a HBR article, where he contrasts the exponential growth between 2000 and 2015 in CSR reports based on the Global Reporting Initiative (GRI) – the most established and widely used standard – with the steady increase in carbon emissions in the same period. This chart, he suggests, can be proof that the seemingly heightened attention to the environmental impact of business operations by itself won’t necessarily make a detectable dent in emissions.
COP26 was also where the International Sustainability Standard Board (ISSB) was set up to become the main co-ordinator of the alignment of major ESG reporting standards. Although the creation of a single, unified reporting system is still not in sight, there are several signs of collaboration and consolidation between ISSB and the five major framework and standard-setting organisations dominating the field.
ISSB and GRI are intending to join each other’s consultative bodies, while the industry-based disclosure standards of SASB – one of the group of five – are to become part of ISSB’s standards too. The recommendations of TCFD, a G20 initiative, are also incorporated into ISSB’s Climate Exposure Draft on consultation until 29 July this year.
As Ravi Abeywardana, Chair of ISSB, emphasised in a panel discussion at the Net Zero Delivery Summit in London, ISSB has no ambition to reinvent the wheel. The aim is to establish a global baseline of sustainability-related disclosure standards that provide investors with information about companies’ sustainability-related risks, and opportunities to help them make informed decisions.
National jurisdictions will ideally incorporate these baselines into their sustainability disclosure legislation, thus ensuring connectivity and comparability between the ESG performance of companies across the globe.
In the UK’s case, ISSB's International Sustainability Disclosure Standards (ISDS) are expected to form a key component of the UK’s Sustainability Disclosure Requirements (SDR) framework – a new integrated regime for the disclosure of climate and other sustainability issues for UK companies, the financial sector and creators of investment products.
How much can CFOs have on their plate?
The growing importance of sustainability and climate reporting is well illustrated by how these responsibilities have shifted from the CMO to the CFO. And indeed, as standardised non-financial reporting is meant to be modelled on established financial and accounting standards to assess the financial impact of the business’s exposure to sustainability and climate risk, it stands to reason that CFOs preside over it. Trained accountants are likely to have the right mindset and attention to regulations and detail that the job of sustainability reporting requires.
However, professionals overseeing this emerging responsibility will also need a fair amount of knowledge of carbon emissions and climate change, which a degree in accounting fails to offer.
Having identified this skills gap, some forward-looking universities either incorporate sustainability into accounting curricula or offer post-graduate programmes in sustainability for graduates in accounting and finance.
Another approach, as Hywel Ball, UK Chair and UK&I Managing Partner of EY has pointed out, is to find young talent drawn to sustainability issues and activism by an ambition to make a difference, and channel their drive into earning degrees in sustainable accounting.
The demand for sustainability accountants will most probably be further enhanced by shaping consensus on the need for mandatory business transition plans. To transition the global economy into a more sustainable model, individual companies will need their own strategies to align themselves with Net Zero targets, wean themselves off fossil fuels and replace their high-emitting activities with green ones.
Once these transition plans become regulatory obligations, the monitoring of delivery at regular milestones against standardised metrics will further increase the ballooning workload of the finance function. Whether CFOs will be able to straddle the overlapping, albeit often conflicting, remits of finance and sustainability, or whether C-suites will soon require a new addition in the form of a CnFO or sustainability CFO, remains to be seen.
To read the two exposure drafts for the disclosure of sustainability-related financial information (IFRS S1) and climate-related disclosure (IFRS S2), click here.
A central bank digital euro could save the eurozone – here’s how
The European Central Bank and its counterparts in the UK, US, China and India are exploring a new form of state-backed money built on similar online ledger technology to cryptocurrencies such as bitcoin and ethereum. So-called central bank digital currencies (CBDCs) envision a future where we’ll all have our own digital wallets and transfer money between them at the touch of a button, with no need for high-street banks to be involved because it all happens on a blockchain.
But CBDCs also present an opportunity that has gone unnoticed – to vastly reduce the exorbitant levels of public debt weighing down many countries. Let us explain.
The idea behind CBDCs is that individuals and firms would be issued with digital wallets by their central bank with which to make payments, pay taxes and buy shares or other securities. Whereas with today’s bank accounts, there is always the outside possibility that customers are unable to withdraw money because of a bank run, that can’t happen with CBDCs because all deposits would be 100 per cent backed by reserves.
Today’s retail banks are required to keep little or no deposits in reserve, though they do have to hold a proportion of their capital (meaning easily sold assets) as protection in case their lending books run into trouble. For example, eurozone banks’ minimum requirement is 15.1 per cent, meaning if they have capital of €1 billion (£852 million), their lending book cannot exceed €6.6 billion (that’s 6.6 times deposits).
In an era of CBDCs, we assume that people will still have bank accounts – to have their money invested by a fund manager, for instance, or to make a return by having it loaned out to someone else on the first person’s behalf. Our idea is that the 100 per cent reserve protection in central bank wallets should extend to these retail bank accounts.
That would mean that if a person put 1,000 digital euros into a retail bank account, the bank could not multiply that deposit by opening more accounts than they could pay upon request. The bank would have to make money from its other services instead.
At present, the ECB holds about 25 per cent of EU members’ government debt. Imagine that after transitioning to a digital euro, it decided to increase this holding to 30 per cent by buying new sovereign bonds issued by member states.
To pay for this, it would create new digital euros – just like what happens today when quantitative easing (QE) is used to prop up the economy. Crucially, for each unit of central bank money created in this way, the money circulating in the wider economy increases by a lot more: in the eurozone, it roughly triples. This is essentially because QE drives up the value of bonds and other assets, and as a result, retail banks are more willing to lend to people and firms. This increase in the money supply is why QE can cause inflation.
If there was a 100 per cent reserve requirement on retail banks, however, you wouldn’t get this multiplication effect. The money created by the ECB would be that amount and nothing more. Consequently, QE would be much less inflationary than today.
The debt benefit
So where does national debt fit in? The high national debt levels in many countries are predominantly the result of the global financial crisis of 2007-09, the eurozone crisis of the 2010s and the Covid pandemic. In the eurozone, countries with very high debt as a proportion of GDP include Belgium (100 per cent), France (99 per cent), Spain (96 per cent), Portugal (119 per cent), Italy (133 per cent) and Greece (174 per cent).
One way to deal with high debt is to create a lot of inflation to make the value of the debt smaller, but that also makes citizens poorer and is liable to eventually cause unrest. But by taking advantage of the shift to CBDCs to change the rules around retail bank reserves, governments can go a different route.
The opportunity is during the transition phase, by reversing the process in which creating money to buy bonds adds three times as much money to the real economy. By selling bonds in exchange for today’s euros, every one euro removed by the central bank leads to three disappearing from the economy.
Indeed, this is how digital euros would be introduced into the economy. The ECB would gradually sell sovereign bonds to take the old euros out of circulation, while creating new digital euros to buy bonds back again. Because the 100 per cent reserve requirement only applies to the new euros, selling bonds worth €5 million euros takes €15 million out of the economy but buying bonds for the same amount only adds €5 million to the economy.
However, you wouldn’t just buy the same amount of bonds as you sold. Because the multiplier doesn’t apply to the bonds being bought, you can triple the amount of purchases and the total amount of money in the economy stays the same – in other words, there’s no extra inflation.
For example, the ECB could increase its holdings of sovereign debt of EU member states from 25 per cent to 75 per cent. Unlike the sovereign bonds in private hands, member states don’t have to pay interest to the ECB on such bonds. So EU taxpayers would now only need to pay interest on 25 per cent of their bonds rather than the 75 per cent on which they are paying interest now.
Interest rates and other questions
An added reason for doing this is interest rates. While interest rates payable on bonds have been meagre for years, they could hugely increase on future issuances due to inflationary pressures and central banks beginning to raise short-term interest rates in response. The chart below shows how the yields (meaning rates of interest) on the closely watched 10-year sovereign bonds for Spain, Greece, Italy and Portugal have already increased between three and fivefold in the past few months.
Mediterranean 10-year bond yields
Following several years of immense shocks from the pandemic, the energy crisis and war emergency, there’s a risk that the markets start to think that Europe’s most indebted countries can’t cover their debts. This could lead to widespread bond selling and push interest rates up to unmanageable levels. In other words, our approach might even save the eurozone.
The ECB could indeed achieve all this without introducing a digital euro, simply by imposing a tougher reserve requirement within the current system. But by moving to a CBDC, there is a strong argument that because it’s safer than bank deposits, retail banks should have to guarantee that safety by following a 100 per cent reserve rule.
Note that we can only take this medicine once, however. As a result, EU states will still have to be disciplined about their budgets.
Instead of completely ending fractional reserve banking in this way, there’s also a halfway house where you make reserve requirements more stringent (say a 50 per cent rule) and enjoy a reduced version of the benefits from our proposed system. Alternatively, after the CBDC transition ends, the reserve requirement could be progressively relaxed to stimulate the economy, subject to GDP growth, inflation and so on.
What if other central banks do not take the same approach? Certainly, some coordination would help to minimise disruption, but reserve requirements do differ between countries today without significant problems. Also, many countries would probably be tempted to take the same approach. For example, the Bank of England holds over one-third of British government debt, and UK public debt as a proportion of GDP currently stands at 95 per cent.
Guido Cozzi, Professor of Macroeconomics, University of St.Gallen and Leonardo Becchetti, Professor of Political Economy, University of Rome Tor Vergata
This article is republished from The Conversation under a Creative Commons license. Read the original article.
Five must-have capabilities for the forward-looking CFO
In response to the varied uncertainty of the past few years, forward-looking finance leaders are committing to modernising, and turning their departments into fully fledged business partners. The role is far more than number crunching – a good CFO strives to find solutions to some of the biggest challenges their businesses are faced with.
Wolters Kluwer works with thousands of finance leaders, both in the UK and Ireland and worldwide. This has given us an unrivalled view of the key traits finance leaders need to deliver leadership and insight at the point of need, navigate uncertainty and build resilience:
Automation where it’s needed most: close and consolidation
It’s impossible to become a strategic powerhouse when you’re bogged down in routine data processing. The monthly/quarterly/annual close and consolidation process is a case in point.
However, CFOs should avoid tinkering around the edges with automation if they want to get to the heart of the efficiency problem. Investing in multiple products to manage what should be a joined-up process or resorting to IT department custom-scripts won’t drive the efficiencies needed.
The close and consolidation system should be a seamless extension of the ERP and general ledger. Take inter-company transactions, for instance – one of the most resource-heavy elements of consolidation. Workloads are significantly reduced if the solution comes complete with intercompany matching, reconciliation and elimination built in. Discover how it’s done here.
Full visibility through next-gen integration
How to accurately forecast the operational implications of a proposed strategic initiative? If an operational change is under consideration, what impact will it have on the bottom line and across all departments?
Getting answers to these questions requires a complete view of the entire organisation, something that’s difficult to achieve if various strategic, financial and operational planning activities are scattered and siloed across the business in different systems.
The idea of aligning operational planning with the overall business strategy, often referred to as integrated business planning, is not a new one. More recently, we’ve seen the introduction of what Gartner calls extended planning and analysis (xP&A). It takes the concept of integration even further by bringing together all operational and planning use-cases onto a single platform, using a common data model.
For CFOs, this delivers a single, trusted information source, complete with the ability to mine insights from vast granular data volumes. It provides a holistic view of performance, while precise AI-driven forecasts enable foreseeing the impacts of decisions across all areas of the business. Explore what’s possible with xP&A.
End-to-end visibility for the entire supply chain
From pandemic-related outages through to sudden supplier price hikes, a very real butterfly effect means that a seemingly isolated event has potential implications across multiple areas.
In response, leading companies take advantage of finance-focused supply chain planning software that is integrated into an end-to-end corporate performance management platform. Spanning sales, demand, supply, inventory, production and capacity, all elements are connected. So, if there’s any change – however big or small – the strategic, financial and operational ripples can be seen across the entire integrated plan.
These early warning signs can make a huge difference with things such as optimising production schedules, reducing bottlenecks and controlling costs. It’s easy to see how quickly supply chain issues become cashflow issues that sit at the very heart of finance operations.
Strategising for the possible through predictive intelligence
For finance to become a go-to source of insight, it’s not enough to explain what just happened. It’s also necessary to be able to strategise for the possible and probable, and to map out the way ahead when multiple alternative courses of action are on the table.
Building directly on integrated data and end-to-end visibility, predictive intelligence supercharges the decision-making capabilities. A panel of finance leaders highlight on this webinar recording the importance of scenario planning and predictive analytics, integrated data universe, and using machine learning capabilities to “train” out-of-the-box predictive models.
These provide the ability to continuously update plans and develop increasingly accurate forecasts. Through data integration, calculations and rollups instantly refresh data, analytics and forecasts via a continuous feedback loop. In just a few clicks, finance can generate trustworthy what-if scenario models based on different variables.
Turning ESG compliance into a competitive advantage
It’s natural to view any new reporting requirement as yet another compliance issue to overcome. Environmental, social and governance (ESG) is a prime example. While the new regime remains a work in progress, the direction is clear: regulators, investors, customers and the wider community alike will expect greater accountability, transparency and ever-more granular information.
Fortunately, forward-looking leaders can not only meet compliance but step ahead of the curve with ESG and sustainability performance management software. With streamlined data collection, workflow, calculation and KPI disclosure all underpinned by a single source of trusted data, organisations can comply with ESG-related standards both now and as they evolve in the future.
The true value of this approach goes way beyond tick-box compliance. It gives the ability to drive sustainable strategies and tap into the wider benefits of being able to present a credible ESG proposition: attracting new customers through stronger social credibility, less waste and emissions, lower costs and an enhanced reputation. Discover how to transform ESG compliance into a competitive advantage.
Conclusion
Changes that affect businesses in significant ways can surface anytime, recently more than ever. To lead successful organisations, CFOs need an innovative and proactive approach: embedding a culture of continuous improvement built on investment in people and technology. Software has long existed to support evolving responsibilities, but the skill of the true finance leader is to take the holistic view, to see the big picture. Rather than piecemeal tools and point solutions, untapped opportunities lie in deploying software that is fully integrated and perfectly aligned. Tomorrow is the great unknown, and today’s finance leaders are preparing by building integration into the very heart of finance operations.
How do you compare? To explore more finance capabilities from CCH® Tagetik, click here.
INDUSTRY VIEW FROM WOLTERS KLUWER
Four ways pensions still fail to support staff who are young, low paid and part time
Financial advisers often say it’s never too early to start thinking about your pension. And with good reason. As recently as ten years ago, less than half of all UK employees were saving into a workplace scheme, leaving many at risk of poverty in retirement.
Then in 2012, automatic enrolment was introduced. This meant employers were obliged to enrol eligible employees (aged over 22 and earning more than £10,000 a year) into a pension plan, with contributions from both sides.
Since then, pension savings have boomed, with 78 per cent of employees (19.4 million people) actively saving in 2020, up from 47 per cent in 2012.
But the vast majority of those new savers are still doing so at levels unlikely to provide an adequate income later in life. While income needs vary, evidence suggests that up to 12 million people are currently not saving enough for their retirement.
And because pension entitlements are accumulated through the workplace, they tend to mirror the continuing inequalities of the labour market. Here are four ways in which workplace pensions are not as fair as they could be.
1. Earnings and status
Many people are excluded from workplace pension saving because they do not meet the criteria for automatic enrolment. Recent data found that in 2020, full-time employees earning between £100 to £199 a week had the lowest workplace pension coverage at 41 per cent, compared with 65 per cent of those earning £200 to £299 a week.
Overall, women, ethnic minority groups, people with disabilities, carers and service workers are less likely to have access to workplace pensions due to underemployment and low wages.
Part-time employees were also disadvantaged compared to full-time workers, who were 1.5 times more likely to be part of a pension scheme. People with multiple part-time, low-paid jobs are likely to miss out on access to workplace pensions, even if they earn more than the £10,000 threshold in total.
2. Costly breaks
For most workplace pension savers, retirement income depends on the level of contributions made, as well as the investment returns over the lifetime of the pension. Not making regular contributions forgoes not just the amount in the pot, but the cumulative investment gains.
This means any breaks from work will have a significant affect on pension pot size at retirement. Research has found that not participating in a pension between the ages of 30 and 40 can reduce that pot by up to 32 per cent.
Women are particularly affected. Not only do they take breaks to have children, but also a lack of affordable childcare often reduces their opportunities to return to work, which affects their eligibility for automatic enrolment. In 2019, almost 30 per cent of mothers said they had reduced their working hours because of childcare, compared with just 5 per cent of fathers.
Even where they are eligible for automatic enrolment, many women opt out because of high childcare costs. My research argues for better financial solutions that account for all experiences of employment and caring responsibilities.
3. Regressive tax relief
Workplace pension savers benefit from tax relief on contributions made by themselves and their employer. They also benefit from a tax-free lump sum of up to a quarter of their pension pot. These tax breaks are widely held to be an incentive to encourage people to save.
But these forms of tax relief are regressive, as those with higher salaries benefit to a greater extent. About half of all tax relief on workplace pensions goes to those in the top 10 per cent of earners; a tenth of that relief goes to the bottom 50 per cent of earners.
The tax regime for workplace pensions is effectively subsidising retirement security for those who are already well off. Given that the cost of foregone tax on workplace pensions is estimated to be worth over £20 billion, the money could be better targeted to those who need it.
4. Challenges for young people
As automatic enrolment only applies to people aged 22 and over, many young people are excluded from workplace pension saving. In 2020, only 20 per cent of those aged 16-21 had a workplace pension compared with 80 per cent among those aged 22-29.
Despite the positive effect of automatic enrolment on participation rates among the 22-29 age group, the lack of defined benefit coverage among younger groups means they need to save more or save for longer than older groups to provide for an adequate retirement. Up to 36 per cent of younger groups are thought to be under-saving for their retirement needs.
My research shows that many young people decide to opt out of pension saving – or save at minimum levels – to focus on other essential financial goals such as paying off debts and bills or saving to buy a house.
Only after achieving these goals do they feel ready to invest in pensions. Yet again, certain groups are more likely to get to this point, usually when they are able to rely on family support (financial or otherwise). And because they are able to think about pensions earlier, they are also more likely to achieve an adequate income in retirement – projecting present-day inequalities into the future.
Hayley Louise James, Postdoctoral Research Fellow, University College Dublin
This article is republished from The Conversation under a Creative Commons license. Read the original article.
Transform your operational reporting now – or fall behind
Data plays a key role in supporting industries globally. By now, we are all acutely aware of its ability to inform decisions within enterprises, and how critical it is to better serve customers and partners. We also know that it takes more than just data to drive decision-making. For data to be a constructive and actionable resource, it needs to be digestible and insightful.
Powered by enterprise resource planning (ERP) software, operational reporting should be the means to help translate and visualise data from numbers on a screen to insightful observations, allowing business and finance leaders to uncover trends that inform strategic decisions. But despite the scope of possibility, operational reporting is still a pain-point that finance leaders are struggling to address.
While it plays an undeniable role in supporting business intelligence and financial analysis, operational reporting tools are not up to scratch. New data from insightsoftware and Hanover Research illustrates this claim. From our survey of 500 decision makers across EMEA and the US, respondents identify three major concerns: the time that it takes to create reports (46 per cent), the complexity of the tools (47 per cent), and an inability to deep-dive into transactional data for comprehensive detail (28 per cent).
If data is only as useful as its interpretation, then operational reporting is the key that unlock it. The question, then, is not when you address it, but how?
Productivity is paramount
Digital transformation is touted as the key to raising productivity, increasing efficiency gains and yielding the most value from your time. This is especially applicable to the finance function.
Currently, finance teams must create operational reports to track things such as productivity through expenditure or performance against budgets and profits. Astonishingly, despite the increasing amount of technology on-hand to support these processes, 76 per cent of operational reporting currently occurs in Excel – a process that relies heavily on manual creation. This leaves room for significant ineptitude when dissecting and disseminating information.
Moreover, the survey unveiled that half of decision-makers take a maximum of four hours to generate reports, but depending on the type of report, 14 per cent to 24 per cent of decision-makers can take five to eight hours for this type of work. Changing reporting processes from a natively managed IT service to a web-based ERP software-as-a-service (SaaS) model eliminates many of these challenges. Instead of running behind reporting deadlines and struggling to meet efficiency gains, automation becomes an accessible tool, drastically minimising the time spent generating reports.
It’s all in the presentation
Aside from constraints on time, using Excel or even native ERP reports and dashboards rarely covers the needs of finance in relation to operational reporting. These tools are often inflexible or static in nature, which can make it difficult to unearth the right findings that are vital to business operations.
Typically, these tools are handy when aggregating other business platforms but lack the dynamism required to understand the data and provide useful context. Our survey also found that fewer than a quarter of finance decision-makers are creating reports that are all (or mostly) interactive.
Further, this approach requires the technical knowledge of accounting colleagues to both implement and understand the findings. This runs the risk of isolating non-finance staff across other business units from interacting with, and gleaning information, from these reports.
The presentation of information can be the difference between efficiency gains and inadequacy. Adopting solutions that present operational data in an intuitive way opens a multitude of opportunities. It supports better collaboration of non-finance departments for greater visibility and quick answers, and removes the need for deep technical expertise. Within finance, intuitive interactivity means access to comprehensive contextual information aggregated from data – in real time. This not only saves time, it improves accuracy by eliminating 80 per cent of manual processes.
If not now, when?
According to Deloitte’s 2025 finance predictions, “finance is entering the golden age of technology”. As businesses struggle to climb back on the horse in an ongoing pandemic, using technology to reduce complexity and cost is a no-brainer.
Operational reporting is both important and unavoidable for finance teams, and with the evolution of environment, social, and corporate governance (ESG), the demand for it is only set to increase. While it would be unrealistic to expect the number of reports to decrease, finance teams can certainly use the power of the cloud to make this process as seamless as possible, creating reports without the need for an IT overhaul. In this way, we can do away with manual, error-ridden spreadsheets in Excel and truly take business operations to the next level.
By Dafydd Llewellyn, General Manager EMEA, insightsoftware
INDUSTRY VIEW FROM INSIGHTSOFTWARE
What future CFOs should know about green bonds
As we move past the worst of the Covid-19 pandemic, senior leaders in the public finance world must shift their thinking from short-term recovery to longer-term sustainable development. Many local authorities in the UK have declared climate emergencies, so naturally, green finance will form an integral part of economic recovery.
An understanding of green bonds and how they can be used to bolster recovery is a necessity for CFOs. The world around us is changing, and green investments will play an important role in many aspects of the public sector – from infrastructure projects to social services.
Green bonds have the power to completely change an organisation’s finances – and as public sector organisations continue recovering from the pandemic, they are well placed to take advantage of the wealth of opportunities they provide.
Green bonds are loans that are reserved for the purpose of financing projects that will have a positive environmental impact. For local authorities, this could for example mean green infrastructure projects, solar energy or transportation.
Local authorities can take advantage of multiple types of green bonds with different environmental aims. While sustainability bonds focus on both green projects and providing social impact, social impact bonds focus exclusively on positive social outcomes such as financing social care and schools.
These types of bonds are only a small part of the environmental, social and governance (ESG) movement, which many leaders in the sector have made public commitments to along with their responsible investment targets. This, along with other social movements, is having a significant impact on the way governments, corporations and local bodies operate globally. Changes in government priorities in recent years have contributed to the rapidly growing bond market.
Local authorities play an incredibly important role in shaping policy and achieving climate objectives. With 160 authorities having declared climate emergencies in the UK, most with the goal of achieving net-zero emissions by 2030, they can use their powers in relation to infrastructure and key public services to help deliver their ESG ambitions. If the 2030 deadline is to be met, green bonds will become a significant part of making it happen.
The UK Municipal Bonds Agency recently announced that it will look to issue green bonds in the future, which presents an ideal scenario for local authorities, large and small, to take advantage of the opportunity to work together on green investment projects. Potentially, this could be even more cost-effective than the Public Works Loan Board as a method for funding new infrastructure projects.
These new green opportunities will be extremely important for the CFO of the future to master and implement as tools for lasting economic recovery post-pandemic. As long-term financial sustainability is critical for guaranteeing effective delivery of public services in the future, we should be keeping innovative new methods at the forefront of our minds.
by Rob Whiteman, CEO, CIPFA
Do poison pills work? A finance expert explains the anti-takeover tool that Twitter hopes will keep Elon Musk at bay
Takeovers are usually friendly affairs. Corporate executives engage in top-secret talks, with one company or group of investors making a bid for another business. After some negotiating, the companies engaged in the merger or acquisition announce a deal has been struck.
But other takeovers are more hostile in nature. Not every company wants to be taken over. This is the case with Elon Musk’s US$43 billion bid to buy Twitter.
Companies have various measures in their arsenal to ward off such unwanted advances. One of the most effective anti-takeover measures is the shareholder rights plan, also more aptly known as a “poison pill.” It is designed to block an investor from accumulating a majority stake in a company.
Twitter adopted a poison pill plan on April 15, 2022, shortly after Musk unveiled his takeover offer in a Securities and Exchange filing.
I’m a scholar of corporate finance. Let me explain why poison pills have been effective at warding off unsolicited offers, at least until now.
What’s a poison pill?
Poison pills were developed in the early 1980s as a defense tactic against corporate raiders to effectively poison their takeover efforts – sort of reminiscent of the suicide pills that spies supposedly swallow if captured.
There are many variants of poison pills, but they generally increase the number of shares, which then dilutes the bidder’s stake and causes them a significant financial loss.
Let’s say a company has 1,000 shares outstanding valued at $10 each, which means the company has a market value of $10,000. An activist investor purchases 100 shares at the cost of $1,000 and accumulates a significant 10 per cent stake in the company. But if the company has a poison pill that is triggered once any hostile bidder owns 10 per cent of its stock, all other shareholders would suddenly have the opportunity to buy additional shares at a discounted price – say, half the market price. This has the effect of quickly diluting the activist investor’s original stake and also making it worth a lot less than it was before.
Twitter adopted a similar measure. If any shareholder accumulates a 15 per cent stake in the company in a purchase not approved by the board of directors, other shareholders would get the right to buy additional shares at a discount, diluting the 9.2 per cent stake Musk recently purchased.
Poison pills are useful in part because they can be adopted quickly, but they usually have expiration dates. The poison pill adopted by Twitter, for example, expires in one year.
A successful tactic
Many well-known companies such as Papa John’s, Netflix, JCPenney and Avis Budget Group have used poison pills to successfully fend off hostile takeovers. And nearly 100 companies adopted poison pills in 2020 because they were worried that their careening stock prices, caused by the pandemic market swoon, would make them vulnerable to hostile takeovers.
No one has ever triggered – or swallowed – a poison pill that was designed to fend off an unsolicited takeover offer, showing how effective such measures are at fending off takeover attempts.
These types of anti-takeover measures are generally frowned upon as a poor corporate governance practice that can hurt a company’s value and performance. They can be seen as impediments to the ability of shareholders and outsiders to monitor management, and more about protecting the board and management than attracting more generous offers from potential buyers.
However, shareholders may benefit from poison pills if they lead to a higher bid for the company, for example. This may be already happening with Twitter as another bidder – a $103 billion private equity firm – may have surfaced.
A poison pill isn’t foolproof, however. A bidder facing a poison pill could try to argue that the board is not acting in the best interests of shareholders and appeal directly to them through either a tender offer – buying shares directly from other shareholders at a premium in a public bid – or a proxy contest, which involves convincing enough fellow shareholders to join a vote to oust some or all of the existing board.
And judging by his tweets to his 82 million Twitter followers, that seems to be what Musk is doing.
Tuugi Chuluun, Associate Professor of Finance, Loyola University Maryland
This article is republished from The Conversation under a Creative Commons license. Read the original article.