The Corporate Life Cycle: Managing, Valuation and Investing Implications!

As I reveal my ignorance about TikTok trends, social media celebrities and Gen Z slang, my children are quick to point out my age, and I accept that reality, for the most part. I understand that I am too old to exercise without stretching first or eat a heaping plate of cheese fries and not suffer heartburn, but that does not stop me from trying occasionally. For the last decade or so, I have argued that businesses, like human beings, age, and struggle with aging, and that much of the dysfunction we observe in their decision making stems from refusing to act their age. In fact, the business life cycle has become an integral part of the corporate finance, valuation and investing classes that I teach, and in many of the posts that I have written on this blog. In 2022, I decided that I had hit critical mass, in terms of corporate life cycle content, and that the material could be organized as a book. While the writing for the book was largely done by November 2022, publishing does have a long lead time, and the book, published by Penguin Random House, will be available on August 20, 2024, at a book shop near you. If you are concerned that you are going to be hit with a sales pitch for that book, far from it!  Rather than try to part you from your money, I thought I would give a compressed version of the book in this post, and for most of you, that will suffice.

Setting the Stage

    The notion of a business life cycle is neither new nor original, since versions of it have floated around in management circles for decades, but its applications in finance have been spotty, with some attempts to tie where a company is in the life cycle to its corporate governance and others to accounting ratios. In fact, and this should come as no surprise to anyone who is familiar with his work, the most incisive piece tying excess returns (return on invested capital minus cost of capital) to the corporate life cycle was penned by Michael Mauboussin (with Dan Callahan) just a few months ago.

    My version of the corporate life cycle is built around six stages with the first stage being an idea business (a start-up) and the last one representing decline and demise. 

As you can see, the key tasks shift as business age, from building business models in the high growth phase to scaling up the business in high growth to defending against competition in the mature phase to managing decline int he last phase. Not surprisingly, the operating metrics change as companies age, with high revenue growth accompanied by big losses (from work-in-progress business models) and large reinvestment needs (to delivery future growth) in early-stage companies to large profits and free cash flows in the mature phase to stresses on growth and margins in decline. Consequently, in terms of cash flows, young companies burn through cash, with the burn increasing with potential, cash buildup is common as companies mature followed by cash return, as the realization kicks in that a company’s high growth days are in the past.

    As companies move through the life cycle, they will hit transition points in operations and in capital raising that have to be navigated, with high failure rates at each transition. Thus, most idea businesses never make it to the product phase, many product companies are unable to scale up, and quite a few scaled up firms are unable to defend their businesses from competitors. In short, the corporate life cycle has far higher mortality rates as businesses age than the human life cycle, making it imperative, if you are a business person, that you find the uncommon pathways to survive and grow.

Measures and Determinants

    If you buy into the notion of a corporate life cycle, it stands to reason that you would like a way to determine where a company stands in the life cycle. There are three choices, each with pluses and minuses. 

• The first is to focus on corporate age, where you estimate how old a company is, relative its founding date; it is easy to obtain, but companies age at different rates (as well will argue in the following section), making it a blunt weapon.
• The second is to look at the industry group or sector that a company is in, and then follow up by classifying that industry group or sector into high or low growth; for the last four decades, in US equity markets, tech has been viewed as growth and utilities as mature. Here again, the problem is that high growth industry groups begin to mature, just as companies do, and this has been true for some segments of the tech sector.
• The third is to focus on the operating metrics of the firm, with firms that deliver high revenue growth, with low/negative profits and negative free cash flows being treated as young firms. It is more data-intensive, since making a judgment on what comprises high (revenue growth or margins) requires estimating these metrics across all firms.

While I delve into the details of all three measures, corporate age works surprisingly well as a proxy for where a company falls in the life cycle, as can be seen in this table of all publicly traded companies listed globally, broken down by corporate age into ten deciles:

As you can see, the youngest companies have much higher revenue growth and more negative operating margins than older companies.

    Ultimately, the life cycles for companies can vary on three dimensions - length (how long a business lasts), height (how much it can scale up before it plateaus) and slope (how quickly it can scale up). Even a cursory glance at the companies that surround you should tell you that there are wide variations across companies, on these dimensions. To see why, consider the factors that determine these life cycle dimensions:

Companies in capital-light businesses, where customers are willing to switch from the status quo, can scale up much faster than companies in capital-intensive businesses, where brand names and customer inertia can make breakthroughs more difficult. It is worth noting, though, that the forces that allow a business to scale up quickly often limit how long it can stay at the top and cause decline to be quicker, a trade off that was ignored during the last decade, where scaling up was given primacy.

    The drivers of the corporate life cycle can also explain why the typical twenty-first century company faces a compressed life cycle, relative to its twentieth century counterpart. In the manufacturing-centered twentieth century, it took decades for companies like GE and Ford to scale up, but they also stayed at the top for long periods, before declining over decades. The tech-centered economy that we live in is dominated by companies that can scale up quickly, but they have brief periods at the top and scale down just as fast. Yahoo! and BlackBerry soared from start ups to being worth tens of billions of dollars in a blink of an eye, had brief reigns at the top and melted down to nothing almost as quickly. 

Tech companies age in dog years, and the consequences for how we manage, value and invest in them are profound. In fact, I would argue that the lessons that we teach in business school and the processes that we use in analysis need adaptation for compressed life cycle companies, and while I don't have all the answers, the discussion about changing practices is a healthy one.

Corporate Finance across the Life Cycle

    Corporate finance, as a discipline, lays out the first principles that govern how to run a business, and with a focus on maximizing value, all decisions that a business makes can be categorized into investing (deciding what assets/projects to invest in), financing (choosing a mix of debt and equity, as well as debt type) and dividend decisions (determining how much, if any, cash to return to owners, and in what form).

While the first principles of corporate finance do not change as a company ages, the focus and estimation processes will shift, as shown in the picture below:

With young companies, where the bulk of the value lies in future growth, and earnings and cash flows are often negative, it is the investment decision that dominates; these companies cannot afford to borrow or pay dividends. With more mature companies, as investment opportunities become scarcer, at least relative to available capital, the focus not surprisingly shifts to financing mix, with a lower hurdle rate being the pay off. With declining businesses, facing shrinking revenues and margins, it is cash return or dividend policy that moves into the front seat. 

Valuation across the Life Cycle

    I am fascinated by valuation, and the link between the value of a business and its fundamentals - cash flows, growth and risk. I am also a realist and recognize that I live in a world, where pricing dominates, with what you pay for a company or asset being determined by what others are paying for similar companies and assets:

All companies can be both valued and priced, but the absence of history and high uncertainty about the future that characterizes young companies makes it more likely that pricing will dominate valuation more decisively than it does with more mature firms. 

    All businesses, no matter where they stand in the life cycle, can be valued, but there are key differences that can be off putting to some. A well done valuation is a bridge between stories and numbers, with the interplay determining how defensible the valuation is, but the balance between stories and numbers will shift, as you move through the life cycle:

With young companies, absent historical data on growth and profitability, it is your story for the company that will drive your numbers and value. As companies age, the numbers will become more important, as the stories you tell will be constrained by what you have been able to deliver in growth and margins. If your strength as an analyst or appraiser is in bounded story telling, you will be better served valuing young companies, whereas if you are a number-cruncher (comfortable with accounting ratios and elaborate spreadsheet models), you will find valuing mature companies to be your natural habitat. 

    The draw of pricing is strong even for those who claim to be believers in value, and pricing in its simplest form requires a standardized price (a multiple like price earnings or enterprise value to EBITDA) and a peer group. While the pricing process is the same for all companies, the pricing metrics you use and the peer groups that you compare them to will shift as companies age:

For pre-revenue and very young companies, the pricing metrics will standardize the price paid (by venture capitalists and other investors) to the number of users or subscribers that a company has or to the total market that its product is aimed at. As business models develop, and revenues come into play, you are likely to see a shift to revenue multiples, albeit often to estimated revenues in a future year (forward numbers). In the mature phase, you will see earnings multiples become more widely used, with equity versions (like PE) in peer groups where leverage is similar across companies, and enterprise value versions (EV to EBITDA) in peer groups, where leverage is different across companies. In decline, multiples of book value will become more common, with book value serving as a (poor) proxy for liquidation or break up value. In short, if you want to be open to investing in companies across the life cycle, it behooves you to become comfortable with different pricing ratios, since no one pricing multiple will work on all firms.

Investing across the Life Cycle

    In my class (and book) on investment philosophies, I start by noting that every investment philosophy is rooted in a belief about markets making (and correcting) mistakes, and that there is no one best philosophy for all investors. I use the investment process, starting with asset allocation, moving to stock/asset selection and ending with execution to show the range of views that investors bring to the game:    

Market timing, whether it be based on charts/technical indicators or fundamentals, is primarily focused  on the asset allocation phase of investing, with cheaper (based upon your market timing measures) asset classes being over weighted and more expensive asset classes being under weighted. Within the stock selection phase, there are a whole host of investment philosophies, often holding contradictory views of market behavior. Among stock traders, for instance, there are those who believe that markets learn slowly (and go with momentum) and those who believe that markets over react (and bet on reversals). On the investing side, you have the classic divide between value and growth investors, both claiming the high ground. I view the differences between these two groups through the prism of a financial balance sheet:

Value investors believe that the best investment bargains are in mature companies, where assets in place (investments already made) are being underpriced by the market, whereas growth investors build their investment theses around the idea that it is growth assets where markets make mistakes. Finally, there are market players who try to make money from market frictions, by locking in market mispricing (with pure or near arbitrage). 

    Drawing on the earlier discussion of value versus price, you can classify market players into investors (who value companies, and try to buy them at a lower price, while hoping that the gap closes) and traders (who make them money on the pricing game, buying at a low price and selling at a higher one).  While investors and traders are part of the market in every company, you are likely to see the balance between the two groups shift as companies move through the life cycle:

Early in the life cycle, it is undeniable that traders dominate, and for investors in these companies, even if they are right in their value assessments, winning will require much longer time horizons and stronger stomachs. As companies mature, you are likely to see more investors become part of the game, with bargain hunters entering when the stock drops too much and short sellers more willing to counter when it goes up too much. In decline, as legal and restructuring challenges mount, and a company can have multiple securities (convertibles, bonds, warrants) trading on it, hedge funds and activists become bigger players.

    In sum, the investment philosophy you choose can lead you to over invest in companies in some phases of the life cycle, and while that by itself is not a problem, denying that this skew exists can become one. Thus, deep value investing, where you buy stocks that trade at low multiples of earnings and book value, will result in larger portions of the portfolio being invested in mature and declining companies. That portfolio will have the benefit of stability, but expecting it to contain ten-baggers and hundred-baggers is a reach. In contrast, a venture capital portfolio, invested almost entirely in very young companies, will have a large number of wipeouts, but it can still outperform, if it has a few large winners. Advice on concentrating your portfolio and having a margin of safety, both value investing nostrums, may work with the former but not with the latter.

Managing across the Life Cycle

    Management experts who teach at business schools and populate the premier consulting firms have much to gain by propagating the myth that there is a prototype for a great CEO. After all, it gives them a reason to charge nose-bleed prices for an MBA (to be imbued with these qualities) or for consulting advice, with the same end game. The truth is that there is no one-size-fits-all for a great CEO, since the qualities that you are looking for in top management will shift as companies age:

Early in the life cycle, you want a visionary at the top, since you have to get investors, employees and potential customers to buy into that vision. To turn the vision into products and services, though, you need a pragmatist, willing to accept compromises. As the focus shifts to business models, it is the business-building skills that make for a great CEO, allowing for scaling up and success. As a scaled-up business, the skill sets change again, with opportunism becoming the key quality, allowing the company to find new markets to grow in. In maturity, where playing defense becomes central, you want a top manager who can guard a company's competitive advantages fiercely. Finally, in decline, you want CEOs, unencumbered by ego or the desire to build empires, who are willing to preside over a shrinking business, with divestitures and cash returns high on the to-do list.

    There are very few people who have all of these skills, and it should come as no surprise that there can be a mismatch between a company and its CEO, either because they (CEO and company) age at different rates or because of hiring mistakes. Those mismatches can be catastrophic, if a headstrong CEO pushes ahead with actions that are unsuited to the company he or she is in charge off, but they can be benign, if the mismatched CEO can find a partner who can fill in for weaknesses:

While the possibilities of mismatches have always been part of business, the compression of corporate life cycles has made them both much more likely, as well as more damaging. After all, time took care of management transitions for long-lived twentieth century firms, but with firms that can scale up to become market cap giants in a decade, before scaling down and disappearing in the next one, you can very well see a founder/CEO go from being a hero in one phase to a zero in the next one. As we have allowed many of the most successful firms that have gone public in this century to skew the corporate finance game, with shares with different voting rights, we may be losing our power to change management at those firms where the need for change is greatest.

Aging gracefully? 

    The healthiest response to aging is acceptance, where a business accepts where it is in the life cycle, and behaves accordingly. Thus, a young firm that derives much of its value from future growth should not put that at risk by borrowing money or by buying back stock, just as a mature firm, where value comes from its existing assets and competitive advantages, should not risk that value by acquiring companies in new and unfamiliar businesses, in an attempt to return to its growth days. Acceptance is most difficult for declining firms, since the management and investors have to make peace with downsizing the firm. For these firms, it is worth emphasizing that acceptance does not imply passivity, a distorted and defeatist view of karma, where you do nothing in the face of decline, but requires actions that allow the firm to navigate the process with the least pain and most value to its stakeholders.

    It should come as no surprise that many firms, especially in decline, choose denial, where managers and investors come up with excuses for poor performance and lay blame on outside factors. On this path, declining firms will continue to act the way they did when they were mature or even growth companies, with large costs to everyone involved. When the promised turnaround does not ensue, desperation becomes the alternative path, with managers gambling large sums of other people’s money on long shots, with predictable results.

    The siren song that draws declining firms to make these attempts to recreate themselves, is the hope of a rebirth, and an ecosystem of bankers and consultants offers them magic potions (taking the form of proprietary acronyms that either restate the obvious or are built on foundations of made-up data) that will make them young again. They are aided and abetted by case studies of companies that found pathways to reincarnation (IBM in 1992, Apple in 2000 and Microsoft in 2013), with the added bonus that their CEOs were elevated to legendary status. While it is undeniable that companies do sometimes reincarnate, it is worth recognizing that they remain the exception rather than the rule, and while their top management deserves plaudits, luck played a key role as well.

    I am a skeptic on sustainability, at least as applied to companies, since its makes corporate survival the end game, sometimes with substantial costs for many stakeholders, as well as for society. Like the Egyptian Pharaohs who sought immortality by wrapping their bodies in bandages and being buried with their favorite possessions, companies that seek to live forever will become mummies (and sometimes zombies), sucking up resources that could be better used elsewhere.

In conclusion

    It is the dream, in every discipline, to come up with a theory or construct that explains everything in that disciple. Unlike the physical sciences, where that search is constrained by the laws of nature, the social sciences reflect more trial and error, with the unpredictability of human nature being the wild card. In finance, a discipline that started as an offshoot of economics in the 1950s, that search began with theory-based models, with portfolio theory and the CAPM, veered into data-based constructs (proxy models, factor analysis), and behavioral finance, with its marriage of finance and psychology. I am grateful for those contributions, but the corporate life cycle has offered me a low-tech, but surprisingly wide reaching, construct to explain much of what I see in business and investment behavior. 

    If you find yourself interested in the topic, you can try the book, and in the interests of making it accessible to a diverse reader base, I have tried to make it both modular and self-standing. Thus, if you are interested in how running a business changes, as it ages, you can focus on the four chapters that look at corporate finance implications, with the lead-in chapter providing you enough of a corporate finance foundation (even if you have never taken a corporate finance class) to be able to understand the investing, financing and dividend effects. If you are an appraiser or analyst, interested in valuing companies across the life cycle, it is the five chapters on valuation that may draw your interest, again with a lead-in chapter containing an introduction to valuation and pricing. As an investor, no matter what your investment philosophy, it is the four chapters on investing across the life cycle that may appeal to you the most. While I am sure that you will have no trouble finding the book, I have a list of book retailers listed below that you can use, if you choose, and the webpage supporting the book can be found here. 

    If you are budget-constrained or just don't like reading (and there is no shame in that), I have also created an online class, with twenty sessions of 25-35 minutes apiece, that delivers the material from the book. It includes exercises that you can use to check your understanding, and the link to the class is here. 

YouTube Video

Book and Class Webpages

1. Book webpage: https://pages.stern.nyu.edu/~adamodar//New_Home_Page/CLC.htm
2. Class webpage: https://pages.stern.nyu.edu/~adamodar//New_Home_Page/webcastCLC.htm
3. YouTube Playlist for class: https://www.youtube.com/playlist?list=PLUkh9m2BorqlpbJBd26UEawPHk0k9y04_

Links to booksellers

1. Amazon: https://www.amazon.com/Corporate-Lifecycle-Investment-Management-Implications/dp/0593545060
2. Barnes & Noble: https://www.barnesandnoble.com/w/the-corporate-life-cycle-aswath-damodaran/1143170651?ean=9780593545065
3. Bookshop.org: https://bookshop.org/p/books/the-corporate-lifecycle-business-investment-and-management-implications-aswath-damodaran/19850366?ean=9780593545065
4. Apple: https://books.apple.com/us/audiobook/the-corporate-life-cycle-business-investment/id1680865376

There is an Indian edition that will be released in September, which should be available in bookstores there. The Indian edition can be found on Amazon India.

1. Amazon India: https://www.amazon.in/Corporate-Life-Cycle-Investment-Implications/dp/0143471392

A Teaching Manifesto: An Invitation to my Spring 2020 classes

If you have been reading my blog for long enough, you should have seen this post coming. Every semester that I teach, and it has only been in the spring in the last few years, I issue an invitation to anyone interested to attend my classes online. While I cannot offer you credit for taking the class or much direct personal help, you can watch my sessions online (albeit not live), review the slides that I use and access the post class material, and it is free. If you are interested in a certificate version of the class, NYU offers that option, but it does so for a fee. You can decide what works for you, and whatever your decision is, I hope that you enjoy the material and learn from it, in that order.

The Structure

I will be teaching three classes in Spring 2020 at the Stern School of Business (NYU), a corporate finance class to the MBAs and two identical valuation classes, one to the MBAs and one for undergraduates. If you decide to take one of the MBA classes, the first session will be on February 3, 2020, and there will be classes every Monday and Wednesday until May 11, 2020, with the week of March 15-22 being spring break. In total, there will be 26 sessions, each session lasting 80 minutes. The undergraduate classes start a week earlier, on January 27, and go through May 11, comprising 28 sessions of 75 minutes apiece. 

1. The Spring 2020 Classses: With all three classes, the sessions will be recorded and converted into streams, accessible on my website and downloadable, as well as YouTube videos, with each class having its own playlist. In addition, the classes will also be carried on iTunes U, with material and slides, accessible from the site. The session videos will usually be accessible about 3-4 hours after class is done and you can either take the class in real time, watching the sessions in the week that they are taught, or in bunches, when you have the time to spend to watch the sessions; the recordings will stay online for at least a couple of years after the class ends. There will be no need for passwords, since the session videos will be unprotected on all of the platforms. 
2. The (Free) Online Version: During the two decades that I have been offering this online option, I have noticed that many people who start the class with the intent of finishing it give up for one of two reasons. The first is that watching an 80-minute video on a TV or tablet is a lot more difficult than watching it live in class, straining both your patience and your attention. The second is that watching these full-length videos is a huge time commitment and life gets in the way. It is to counter these problems that I created 12-15 minute versions of the each session for online versions of the classes. These online classes, recorded in 2014 and 2015, is also available on my website and through YouTube, and should perhaps be more doable than the full class version.
3. The NYU Certificate Version: For most of the last 20 years, I have been asked why I don’t offer certificates of completion for my own classes and I have had three answers. The first is that, as a solo act, I don’t have the bandwidth to grade and certify the 20,000 people who take the classes each semester. The second is that certification requires regulatory permission, a bureaucratic process in New York State that I have neither the stomach nor the inclination to go through. The third is, and it is perhaps the most critical, is that I am lazy and I really don't want to add this to my to-do list. One solution would be to offer the classes through platforms like Coursera, but those platforms work with universities, not individual faculty, and NYU has no agreements with any of these platforms. About three years ago, when NYU approached me with a request to create online certificate classes, I agreed, with one condition: that the free online versions of these classes would continue to be offered. With those terms agreed to, there are now NYU Certificate versions of each of the online classes, with much of the same content, but with four add ons. First, each participant will have to take quizzes and a final exam, multiple choice and auto-graded, that will be scored and recorded. Second, each participant will have to complete and turn in a real-world project, showing that they can apply the principles of the class on a company of their choice, to be graded by me. Third, I will have live Zoom sessions every other week for class participants, where you can join and ask questions about the material. Finally, at the end of the class, assuming that the scores on the exams and project meet thresholds, you will get a certificate, if you pass the class, or a certificate with honors, if you pass it with flying colors.

The Classes

I have absolutely no desire to waste your time and your energy by trying to get you to take classes that you either have no interest in, or feel will serve no good purpose for you. In this section, I will  provide a short description of each class, and provide links to the different options for taking each class.

I. Corporate Finance

Class description: I don’t like to play favorites, but corporate finance is my favorite class, a big picture class about the first principles of finance that govern how to run a business. I will not be egotistical enough to claim that you cannot run a business without taking this class, since there are many incredibly successful business-people who do, but I do believe that you cannot run a business without paying heed to the first principles. I teach this class as a narrative, staring with the question of what the objective of a business should be and then using that objective to determine how best to allocate and invest scarce resources (the investment decision), how to fund the business (the financing decision) and how much cash to take out and how much to leave in the business (the dividend decision). I end the class, by looking at how all of these decisions are connected to value.

Chapters: Applied Corporate Finance Book, Sessions: Class session

I am not a believer in theory, for the sake of theory, and everything that we do in this class will be applied to real companies, and I will use six companies (Disney, Vale, Tata Motors, Deutsche Bank, Baidu and a small private bookstore called Bookscape) as lab experiements that run through the entire class.

I say, only half-jokingly, that everything in business is corporate finance, from the question of whether shareholder or stakeholder interests should have top billing at companies, to why companies borrow money and whether the shift to stock buybacks that we are seeing at US companies is good or bad for the economy. Since each of these questions has a political component, and have now entered the political domain, I am sure that the upcoming presidential election in the US will create some heat, if not light, around how they are answered.

For whom?

As I admitted up front, I believe that having a solid corporate finance perspective can be helpful to everyone. I have taught this class to diverse groups, from CEOs to banking analysts, from VCs to startup founders, from high schoolers to senior citizens, and while the content does not change, what people take away from the class is different. For bankers and analysts, it may be the tools and techniques that have the most staying power, whereas for strategists and founders, it is the big picture that sticks. So, in the words of the old English calling, "Come ye, come all", take what you find useful, abandon what you don't and have fun while you do this.

Links to Offerings

1. Spring 2020 Corporate Finance MBA class (Free)

• Webpage for the class
• My website & streaming
• YouTube Playlist
• iTunes U class (Download the iTunes U app and use enroll code of FLJ-MLN-XZL)

2. Online Corporate Finance Class (Free)

• My website & streaming
• YouTube Playlist
• iTunes U class (Download the iTunes U app and use enroll code of HAS-CCR-FRA)

3. NYU Certificate Class on Corporate Finance (It will cost you...)

• NYU Entry Page

II. Valuation

Class description: Some time in the last decade, I was tagged as the Dean of Valuation, and I still cringe when I hear those words for two reasons. First, it suggests that valuation is a deep and complex subject that requires intense study to get good at. Second, it also suggests that I somehow have mastered the topic. If nothing else, this class that I first taught in 1987 at NYU, and have taught pretty much every year since, dispenses with both delusions. I emphasize that valuation, at its core, is simple and that practitioner, academics and analysts often choose to make it complex, sometimes to make their services seem indispensable, and sometimes because they lose the forest for the trees. Second, I describe valuation as a craft that you learn by doing, not by reading or watching other people talk about it, and that I am still working on the craft. In fact, the more I learn, the more I realize that I have more work to do.  This is a class about valuing just about anything, from an infrastructure project to a small private business to a multinational conglomerate, and it also looks at value from different perspectives, from that of a passive investor seeking to buy a stake or shares in a company to a PE or VC investor taking a larger stake to an acquirer interested in buying the whole company. 

Finally, I lay out my rationale for differentiating between value and price, and why pricing an asset can give you a very different number than valuing that asset, and why much of what passes for valuation in the real world is really pricing. 

Along the way, I emphasize how little has changed in valuation over the centuries, even as we get access to more data and more complex models, while also bringing in new tools that have enriched us, from option pricing models to value real options (young biotech companies, natural resource firms) to statistical add-ons (decision trees, Monte Carlo simulations, regressions). 

For whom?

Do you need to be able to do valuation to live a happy and fulfilling life? Of course not, but it is a skill worth having as a business owner, consultant, investor or just bystander. With that broad audience in mind, I don't teach this class to prepare people for equity research or financial analysis jobs, but to get a handle on what it is that drives value, in general, and how to detect BS, often spouted in its context. Don't get me wrong! I want you to be able to value or price just about anything by the end of this class, from Bitcoin to WeWork, but don't take yourself too seriously, as you do so.

Links to Offerings

1a. Spring 2020 Valuation MBA class (Free)

• Webpage for the class
• My website & streaming
• YouTube Playlist
• iTunes U class (Download the iTunes U app and use enroll code of FSN-WWJ-RAH)

1b. Spring 2020 Valuation Undergraduate class (Free)

• Webpage for the class
• My website & streaming
• YouTube Playlist
• iTunes U class (Download the iTunes U app and use enroll code of ENT-ZXA-JYL)

2. Online Valuation Class (Free)

• My website & streaming
• YouTube Playlist
• iTunes U class (Download the iTunes U app and use enroll code of K7X-VD9-5KE)

3. NYU Certificate Class on Valuation (Paid)

• NYU Entry Page

III. Investment Philosophies

Class description: This is my orphan class, a class that I have had the material to teach but never taught in a regular classroom. It had its origins in an couple of observations that puzzled me. The first was that, if you look at the pantheon of successful investors over time, it is not only a short one, but a diverse grouping, including those from the old time value school (Ben Graham, Warren Buffett), growth success stories (Peter Lynch and VC), macro and market timers (George Soros), quant players (Jim Simon) and even chartists. The second was that the millions who claim to follow these legends, by reading everything ever written by or about them and listening to their advice, don’t seem to replicate their success. That led me to conclude that there could be no one ‘best’ Investment philosophy across all investors but there could be one that is best for you, given your personal makeup and characteristics, and that if you are seeking investment nirvana, the person that you most need to understand is not Buffett or Lynch, but you.  In this class, having laid the foundations for understanding risk, transactions cost and market efficiency (and inefficiency), I look at the entire spectrum of investment philosophies, from charting/technical analysis to value investing in all its forms (passive, activist, contrarian) to growth investing (from small cap to venture capital) to market timing. With each one, I look at the core drivers (beliefs and assumptions) of the philosophy, the historical evidence on what works and does not work and end by looking at what an investor needs to bring to the table, to succeed with each one.

I will try (and not always succeed) to keep my biases out of the discussion, but I will also be open about where my search for an investment philosophy has brought me. By the end of the class, it is not my intent to make you follow my path but to help you find your own.

For whom?
This is a class for investors, not portfolio managers or analysts, and since we are all investors in one way or the other, I try to make it general. That said, if your intent is to take a class that will provide easy pathways to making money, or an affirmation of the "best" investment philosophy, this is not the class for you. My objective in this class is not to provide prescriptive advice, but to instead provide a menu of choices, with enough information to help you can make the choice that is best for you. Along the way, you will see how difficult it is to beat the market, why almost every investment strategy that sounds too good to be true is built on sand, and why imitating great investors is not a great way to make money.

Links to Offerings

1. Online Investment Philosophies Class (Free)

• My website & streaming
• YouTube Playlist
• iTunes U (Download the iTunes U app and use enroll code of J6Z-AD7-NX3)

2. NYU Certificate Class on Valuation (Paid)

• NYU Entry Page (Coming soon)

Conclusion

I have to confess that I don't subscribe to the ancient Guru/Sishya relationship in teaching, where the Guru (teacher) is an all-knowing individual who imparts his or her fountain of wisdom to a receptive and usually subservient follower. I have always believed that every person who takes my class, no matter how much of a novice in finance, already knows everything that needs to be known about valuation, corporate finance and investments, and it is my job, as a teacher, to make him or her aware of this knowledge. Put simply, I can provide some structure for you to organize what you already know, and tools that may help you put that knowledge into practice, but I am incapable of profundity. I hope that you do give one (or more) of my classes a shot and I hope that you both enjoy the experience and get a chance to try it out on real companies in real time.

YouTube Video

Deutsche Bank: A Greek Tragedy at a German Institution?

This may be a stereotype, but the Germans are a precise people and while that precision often gets in the way of more creative pursuits (like cooking and valuation), it lends itself well to engineering and banking. For decades until the introduction of the Euro and the creation of the European Central Bank, there was no central bank in the world that matched the Bundesbank for solidity and reliability. Thus, investors and regulators around the world, I am sure, are looking at the travails of Deutsche Bank in the last few weeksand wondering how the world got turned upside down. I am sure that there are quite a few institutions in Greece, Spain, Portugal and Italy who are secretly enjoying watching a German entity be at the center of a market crisis. Talk about schadenfreude!

Deutsche Bank's Journey to Banking Hell

There are others who have told the story about how Deutsche Bank got into the troubles it is in, much more creatively and more fully than I will be able to do so. Consequently, I will stick with the numbers and start by tracing Deutsche Bank’s net income over the last 28 years, in conjunction with the return on equity generated each year.

If Deutsche Bank was reluctant to follow more daring competitors into risky businesses for much of the last century, it threw caution to the winds in the early part of the last decade, as it grew its investment banking and trading businesses and was rewarded handsomely with higher earnings from 2000 to 2007. Like almost every other bank on earth, the crisis in 2008 had a devastating impact on earnings at Deutsche, but the bank seemed to be on a recovery path in 2009, before it relapsed. Some of its recent problems reflect Deutsche’s well chronicled pain in investment banking, some come from its exposure to the EU problem zone (Greece, Spain, Portugal) and some from slow growth in the European economy. Whatever the reasons, in 2014 and 2015, Deutsche reported cumulative losses of close to $16 billion, leading to a management change, with a promise that things would turn around under new management. The other dimension where this crisis unfolded was in Deutsche’s regulatory capital, and as that number dropped in 2015, Deutsche Bank's troubles moved front and center. This is best seen in the graph below of regulatory capital (Tier 1 Capital) from 1998 to 2015, with the ratio of the Tier 1 capital to risk adjusted assets each year super imposed on the graph. 

The ratio of regulatory capital to risk adjusted assets at the end of 2015 was 14.65%, lower than it was in 2014, but much higher than capital ratios in the pre-2008 time-period. That said, with the tightening of regulatory capital constraints after the crisis, Deutsche was already viewed as being under-capitalized in late 2015, relative to other large banks early this year. The tipping point for the current crisis came from the decision by the US Department of Justice to levy a $14 billion fine on Deutsche Bank for transgressions related to the pricing of mortgage backed securities a decade ago. As rumors swirled in the last few weeks, Deutsche Bank found itself in the midst of a storm, since the perception that a bank is in trouble often precipitates more trouble, as rumors replace facts and regulators panic. The market has, not surprisingly, reacted to these stories by marking up the default risk in the bank and marking down the stock price, most strikingly over the last two weeks, but also over a much longer period. 

At close of trading on October 4, 2016, the stock was trading at $13.33 as share, yielding a market capitalization of $17.99 billion, down more than 80% from its pre-2008 levels and 50% from 2012 levels. Reflecting more immediate fears of default, the Deutsche CDS and CoCo bonds also have dropped in price, and not surprisingly, hedge funds sensing weakness have moved in to short the stock. 

Revaluing Deutsche Bank

When a stock is down more than 50% over a year, as Deutsche is, it is often irresistible to many contrarian investors, but knee jerk contrarian investing, i.e., investing in a stock just because it has dropped a lot, is a dangerous strategy. While it is true that Deutsche Banks has lost a large portion of its market capitalization in the last five years, it is also true that the fundamentals for the company have deteriorated, with lower earnings and hits to regulatory capital. To make an assessment of whether Deutsche is now “cheap”, you have to revalue the company with these new realities built in, to see if the market has over reacted, under reacted or reacted correctly to the news. (I will do the entire valuation in US dollars, simply for convenience, and it is straightforward to redo the entire analysis in Euros, if that is your preferred currency).

a. Profitability 

As you can see from the graph of Deutsche’s profits and return on equity, the last twelve months have delivered blow after blow to the company, but that drop has been a long time coming. The bank has had trouble finding a pathway to make sustainable profits, as it is torn between the desire of some at the bank to return to its commercial banking roots and the push by others to explore the more profitable aspects of trading and investment banking. The questions in valuation are not only about whether profits will bounce back but also what they will bounce back to. To make this judgment, I computed the returns on equity of all publicly traded banks globally and the distribution is below: 

Global Bank Data

I will assume that given the headwinds that Deutsche faces, it will not be able to improve its returns on equity to the industry median or even its own cost of equity in the near term. I will target a return on equity of 5.85%, at the 25th percentile of all banks, as Deutsche’s return on equity in year 5, and assume that the bank will be able to claw back to earning its cost of equity of 9.44% (see risk section below) in year 10. The estimated return on equity, with my estimates of common equity each year (see section of regulatory capital) deliver the following projected net income numbers. 

Year	Common Equity	ROE	Expected Net Income
Base	$64,609	-13.70%	$(8,851)
1	$71,161	-7.18%	$(5,111)
2	$72,754	-2.84%	$(2,065)
3	$74,372	0.06%	$43
4	$76,017	1.99%	$1,512
5	$77,688	5.85%	$4,545
6	$79,386	6.57%	$5,214
7	$81,111	7.29%	$5,910
8	$82,864	8.00%	$6,632
9	$84,644	8.72%	$7,383
10	$86,453	9.44%	$8,161
Terminal Year	$87,326	9.44%	$8,244

I am assuming that the path back to profitability will be rocky, with losses expected for the next two years, before the company is able to turn its operations around. Note also that these expected losses are in addition to the $10 billion fine that I have estimated for the DOJ.

b. Regulatory Capital 

Deutsche Bank’s has seen a drop in it Tier 1 capital ratios over time but it now faces the possibility of being further reduced as Deutsche Bank will have to draw on it to pay the US DOJ government fine. While the DOJ has asserted a fine of $14 billion, Deutsche will negotiate to reduce it to a lower number and it is assessing its expected payment to be closer to $6 billion. I have assumed a total capital drop of $ 10 billion, leaving me with and adjusted regulatory capital of $55.28 billion and a Tier 1 capital ratio of 12.41%. Over the next few years, the bank will come under pressure from both regulators and investors to increase its capitalization, but to what level? To make that judgment, I look at Tier 1 capital ratios across all publicly traded banks globally: 

Global Bank Data

I will assume that Deutsche Bank will try to increase its regulatory capital ratio to the average (13.74%) by next year and then push on towards the 75th percentile value of 15.67%. As the capital ratio grows, the firm will have to increase regulatory capital over the next few years and that can be seen in the table below: 

Year	Net Income	Risk-Adjusted Assets	Tier 1 Capital/ Risk Adjusted Assets	Tier 1 Capital	Change in Tier 1 Capital	FCFE = Net Income - Change in Tier 1
Base	$(8,851)	$445,570	12.41%	$55,282
1	$(5,111)	$450,026	13.74%	$61,834	$6,552	$(11,663)
2	$(2,065)	$454,526	13.95%	$63,427	$1,593	$(3,658)
3	$43	$459,071	14.17%	$65,045	$1,619	$(1,576)
4	$1,512	$463,662	14.38%	$66,690	$1,645	$(133)
5	$4,545	$468,299	14.60%	$68,361	$1,671	$2,874
6	$5,214	$472,982	14.81%	$70,059	$1,698	$3,516
7	$5,910	$477,711	15.03%	$71,784	$1,725	$4,185
8	$6,632	$482,488	15.24%	$73,537	$1,753	$4,880
9	$7,383	$487,313	15.46%	$75,317	$1,780	$5,602
10	$8,161	$492,186	15.67%	$77,126	$1,809	$6,352
Terminal Year	$8,244	$497,108	15.67%	$77,897	$771	$7,472

The negative free cash flows to equity in the first three years will have to be covered with new capital that meets the Tier 1 capital criteria. By incorporating these negative free cash flows to equity in my valuation, I am in effect reducing my value per share today for future dilution, a point that I made in a different context when talking about cash burn. 

c. Risk

Rather than follow the well-trodden path of using risk free rates, betas and risk premiums, I am going to adopt a short cut that you can think of as a model-agnostic way of computing the cost of equity for a sector. To illustrate the process, consider the median bank in October 2016, trading at a price to book ratio of 1.06 and generating a return on equity of 9.91%. Since the median bank is likely to be mature, I will use a stable growth model to derive its price to book ratio: 

Plugging in the median bank’s numbers into this equation and using a nominal growth rate set equal to the risk free rate of 1.60% (in US dollars), I estimate a US $ cost of equity for the median bank to be 9.44% in 2016. 

Using the same approach, I arrive at estimates of 7.76% for the banks that are at the 25th percentile of risk and 10.20% for banks at the 75th percentile.  In valuing Deutsche Bank, I will start the valuation by assuming that the bank is at the 75th percentile of all banks in terms of risk and give it a cost of equity of 10.20%. As the bank finds its legs on profitability and improves its regulatory capital levels, I will assume that the cost of equity moves to the median of 9.44%. 

The Valuation 

Starting with net income from part a, adjusting for reinvestment in the form of regulatory capital in part b and adjusting for risk in part c, we obtain the following table of numbers for Deutsche Bank. 

Year	FCFE	Terminal Value	Cost of equity	Cumulative Cost of Equity	PV
1	$(11,663)		10.20%	1.1020	$(10,583.40)
2	$(3,658)		10.20%	1.2144	$(3,012.36)
3	$(1,576)		10.20%	1.3383	$(1,177.54)
4	$(133)		10.20%	1.4748	$(90.34)
5	$2,874		10.20%	1.6252	$1,768.16
6	$3,516		10.05%	1.7885	$1,965.99
7	$4,185		9.90%	1.9655	$2,129.10
8	$4,880		9.74%	2.1570	$2,262.34
9	$5,602		9.59%	2.3639	$2,369.91
10	$6,352	$87,317	9.44%	2.5871	$36,206.88
Total value of equity					$31,838.74
Value per share =					$22.97

Note that the big number as the terminal value in year 10 reflects the expectation that Deutsche will grow at the inflation rate (1% in US dollar terms) in perpetuity while earning its cost of equity. Note also that since the cost of equity is expected to change over time, the cumulated cost of equity has to be computed as the discount factor. The discounted present value of the cash flows is $31.84 billion, which when divided by the number of shares (1,386 million) yields a value of $22.97 per share. There is one final adjustment that I will make and it reflects the special peril that banks face, when in crisis mode. There is the possibility that the perception that the bank is in trouble could make it impossible to function normally and that the government will have to step in to bail it out (since the option of letting it default is not on the table). I may be over optimistic but I attach only a 10% chance to this occurring and assume that my equity will be completely wiped out, if it occurs. My adjusted value is: 

Expected Value per share = $22.97(.9) + $0.00 (.1) = $20.67 

Given my many assumptions, the value per share that I get for Deutsche Bank is $20.67. To illustrate how much the regulatory capital shortfall (and the resulting equity issues/dilution) and overhang of a catastrophic loss affect this value, I have deconstructed the value per share into its constituent effects: 

Unadjusted Equity Value =	$33.63
- Dilution Effect from new equity issues	$(10.66)
- Expected cost of equity wipeout	$(2.30)
Value of equity per share today =	$20.67

Note that the dilution effect, captured by taking the present value of the negative FCFE in the first four years, reduces the value of equity by 31.69% and the possibility of a catastrophic loss of equity lowers the value another 6.83%. The entire valuation is pictured below:

Download Spreadsheet

I know that you will disagree with some or perhaps all of my assumptions. To accommodate those differences, I have set up my valuation spreadsheet to allow for you to replace my assumptions with yours. If you are so inclined, please do enter your numbers into the shared Google spreadsheet that I have created for this purpose and let's get a crowd valuation going!

Time for action or Excuse for inaction? 

At the current stock price of $13.33 (at close of trading on October 4), the stock looks undervalued by about 36%, given my estimated value, and I did buy the stock at the start of trading yesterday. Like everyone else in the market, I am uncertain, but waiting for the uncertainty to resolve itself is not a winning strategy. Either the uncertainty will be resolved (in good or bad ways) and everyone will have clarity on what Deutsche is worth, and the price and value will adjust, or the uncertainty will not resolve itself in the near future and you will be sitting on the side lines. For those of you who have been reading my blog over time, you know that I have played this game before, with mixed results. My bets on JP Morgan (after its massive trading loss in 2012) and Volkswagen (after the emissions scandal) paid off well but my investment in Valeant (after its multiple scandals) has lost me 15% so far (but I am still holding and hoping). I am hoping that my Deutsche Bank investment does better, but I strapped in for a rocky ride!

YouTube Videos


Attachments

1. My valuation of Deutsche Bank
2. Global Banks - Data
3. Google Shared Spreadsheet: Crowd Valuation of Deutsche Bank

Fairness Opinions: Fix them or Flush them!

My post on the Tesla/SCTY deal about the ineptitude and laziness that Lazard and Evercore brought to the valuation process did not win me any friends in the banking M&A world. Not surprisingly, it drew some pushback, not so much from bankers, but from journalists and lawyers, taking me to task for not understanding the context for these valuations. As Matt Levine notes in his Bloomberg column, where he cites my post, "a fairness opinion is not a real valuation, not a pure effort to estimate the value of a company from first principles and independent research" (Trust me. No one is setting the bar that high. I was looking for biased efforts using flawed principles and haphazard research and these valuation could not even pass that standard)  and that "they (Lazard and Evercore) are just bankers; their expertise is in pitching and sourcing and negotiating and executing deals -- and in plugging in discount rates into preset spreadsheets -- not in knowing the future". (Bingo! So why are they doing these fairness opinions and charging millions of dollars for doing something that they are not good at doing? And there is a difference between knowing the future, which no one does, and estimating the future, which is the essence of valuation.) If Matt is right, the problems run deeper than the bankers in this deal, raising questions about what the purpose of a   "fairness opinion" is and whether it has outlived its usefulness (assuming that it was useful at some point).

Fairness Opinions: The Rationale

What is a fairness opinion? I am not a lawyer and I don't play intend to play one here, but it is perhaps best to revert back to the legal definition of the term. In an excellent article on the topic, Steven Davidoff defines a fairness opinion as an "opinion provided by an outsider that a transaction meets a threshold level of fairness from a financial perspective". Implicit in this definition are the assumptions that the outsider is qualified to pass this judgment and that there is some reasonable standard for fairness.  In corporate control transactions (acquisition, leveraged buyout etc.), as practiced today, the fairness opinion is delivered (orally) to the board at the time of the transaction, and that presentation is usually followed by a written letter that summarizes the transaction terms and the appraiser's assumptions and attests that the price paid is "fair from a financial point of view". That certainly sounds like something we should all favor, especially in deals that have obvious conflicts of interest, such as management-led leveraged buyouts or transactions like the Tesla/Solar City deal, where the interests of Elon Musk and the rest of Tesla 's stockholders may diverge.

Note that while fairness opinions have become part and parcel of most corporate control transactions, they are not required either by regulation or law. As with so much of business law, especially relating to acquisitions, the basis for fairness opinions and their surge in usage can be traced back to Delaware Court judgments. In Smith vs Van Gorkom, a 1985 case, the court ruled against the board of directors of Trans Union Corporation, who voted for a leveraged buyout, and specifically took them to task for the absence of a fairness opinion from an independent appraiser. In effect, the case carved out a safe harbor for the companies by noting that “the liability could have been avoided had the directors elicited a fairness opinion from anyone in a position to know the firm’s value”.  I am sure that the judges who wrote these words did so with the best of intentions, expecting fairness opinions to become the bulwark against self-dealing in mergers and acquisitions. In the decades since, through a combination of bad banking practices, the nature of the legal process and confusion about the word "fairness", fairness opinions, in my view, have not just lost their power to protect those that they were intended to but have become a shield used by managers and boards of directors against serious questions being raised about deals. 

Fairness Opinions: Current Practice?

There are appraisers who take their mission seriously and evaluate the fairness of transactions in their opinions, but the Tesla/Solar City valuations reflect not only how far we have strayed from the original idea of fairness but also how much bankers have lowered the bar on what constitutes acceptable practice.  Consider the process that Lazard and Evercore used by  to arrive at their fairness opinions in the Tesla/Solar City deal, and if Matt is right, they are not alone:

What about this process is fair, if bankers are allowed to concoct discount rates, and how is it an opinion, if the numbers are supplied by management? And who exactly is protected if the end result is a range of values so large that any price that is paid can be justified?  And finally, if the contention is that the bankers were just using professional judgment, in what way is it professional to argue that Tesla will become the global economy (as Evercore is doing in its valuation)? 

To the extent that what you see in the Tesla/Solar City deal is more the rule than the exception, I would argue that fairness opinions are doing more harm than good. By checking off a legally required box, they have become a way in which a board of directors buy immunization against legal consequences. By providing the illusion of oversight and an independent assessment, they are making shareholders too sanguine that their rights are being protected. Finally, this is a process where the worst (and least) scrupulous appraisers, over time, will drive out the best (and most principled) ones, because managers (and boards that do their bidding) will shop around until they find someone who will attest to the fairness of their deal, no matter how unfair it is. My interest in the process is therefore as much professional, as it is personal. I believe the valuation practices that we see in many fairness opinions are horrendous and are spilling over into the other valuation practices.

It is true that there are cases, where courts have been willing to challenge the "fairness" of fairness opinions, but they have been infrequent and  reserved for situations where there is an egregious conflict of interest. In an unusual twist, in a recent case involving the management buyout of Dell at $13.75 by Michael Dell and Silver Lake, Delaware Vice Chancellor Travis Lester ruled that the company should have been priced at $17.62, effectively throwing out the fairness opinion backing the deal. While the good news in Chancellor Lester's ruling is that he was willing to take on fairness opinions, the bad news is that he might have picked the wrong case to make his stand and the wrong basis (that markets are short term and under price companies after they have made big investments) for challenging fairness opinions.

Fish or Cut Bait?

Given that the fairness opinion, as practiced now, is more travesty than protection and an expensive one at that, the first option is to remove it from the acquisition valuation process. That will put the onus back on judges to decide whether shareholder interests are being protected in transactions. Given how difficult it is to change established legal practice, I don't think that this will happen. The second is to keep the fairness opinion and give it teeth. This will require two ingredients to work, judges that are willing to put fairness opinions to the test and punishment for those who consistently violate those fairness principles.

A Judicial Check

Many judges have allowed bankers to browbeat them into accepting the unacceptable in valuation, using the argument that what they are doing is standard practice and somehow professional valuation.  As someone who wanders across multiple valuation terrain, I am convinced that the valuation practices in fairness opinions are not just beyond the pale, they are unprofessional. To those judges, who would argue that they don't have the training or the tools to detect bad practices, I will make my pro bono contribution in the form of a questionnaire with flags (ranging from red for danger to green for acceptable) that may help them separate the good valuations from the bad ones.

Question	Green	Red
Who is paying you to do this valuation and how much? Is any of the payment contingent on the deal happening? (FINRA rule 2290 mandates disclosure on these)	Payment reflects reasonable payment for valuation services rendered and none of the payment is contingent on outcome	Payment is disproportionately large, relative to valuation services provided, and/or a large portion of it is contingent on deal occurring.
Where are you getting the cash flows that you are using in this valuation?	Appraiser estimates revenues, operating margins and cash flows, with input from management on investment and growth plans.	Cash flows supplied by management/ board of company.
Are the cash flows internally consistent?	1.     Currency: Cash flows & discount rate are in same currency, with same inflation assumptions. 2.     Claim holders: Cash flows are to equity (firm) and discount rate is cost of equity (capital). 3.     Operations: Reinvestment, growth and risk assumptions matched up.	No internal consistency tests run and/or DCF littered with inconsistencies, in currency and/or assumptions. -       High growth + Low reinvestment -       Low growth + High reinvestment -       High inflation in cash flows + Low inflation in discount rate
What discount rate are you using in your valuation?	A cost of equity (capital) that starts with a sector average and is within the bounds of what is reasonable for the sector and the market.	A cost of equity (capital) that falls outside the normal range for a sector, with no credible explanation for difference.
How are you applying closure in your valuation?	A terminal value that is estimated with a perpetual growth rate < growth rate of the economy and reinvestment & risk to match.	A terminal value based upon a perpetual growth rate > economy or a multiple (of earnings or revenues) that is not consistent with a healthy, mature firm.
What valuation garnishes have you applied?	None.	A large dose of premiums (control, synergy etc.) pushing up value or a mess of discounts (illiquidity, small size etc.) pushing down value.
What does your final judgment in value look like?	A distribution of values, with a base case value and distributional statistics.	A range of values so large that any price can be justified.

If this sounds like too much work, there are four changes that courts can incorporate into the practice of fairness opinions that will make an immediate difference:

1. Deal makers should not be deal analysts: It should go without saying that a deal making banker cannot be trusted to opine on the fairness of the deal, but the reason that I am saying it is that it does happen. I would go further and argue that deal makers should get entirely out of the fairness opinion business, since the banker who is asked to opine on the fairness of someone else's deal today will have to worry about his or her future deals being opined on by others.
2. No deal-contingent fees: If bias is the biggest enemy of good valuation, there is no simpler way to introduce bias into fairness opinions than to tie appraisal fees to whether the deal goes through. I cannot think of a single good reason for this practice and lots of bad consequences. It should be banished.
3. Valuing and Pricing: I think that appraisers should spend more time on pricing and less on valuation, since their focus is on whether the "price is fair" rather than on whether the transaction makes sense. That will require that appraisers be forced to justify their use of multiples (both in terms of the specific multiple used, as well as the value for that multiple) and their choice of comparable firms. If appraisers decide to go the valuation route, they should take ownership of the cash flows, use reasonable discount rates and not muddy up the waters with arbitrary premiums and discounts. And please, no more terminal values estimated from EBITDA multiples!
4. Distributions, not ranges: In my experience, using a range of value for a publicly traded stock to determine whether a price is fair is useless. It is analogous to asking, "Is it possible that this price is fair?", a question not worth asking, since the answer is almost always "yes". Instead, the question that should be asked and answered is "Is it plausible that this price is a fair one?"  To answer this question, the appraiser has to replace the range of values with a distribution, where rather than treat all possible prices as equally likely, the appraiser specifies a probability distribution. To illustrate, I valued Apple in May 2016 and derived a distribution of its values:

Let's assume that I had been asked to opine on whether a $160 stock price is a fair one for Apple. If I had presented this valuation as a range for Apple's value from $80.81 to $415.63, my answer would have to be yes, since it falls within the range. With a distribution, though, you can see that a $160 price falls at the 92nd percentile, possible, but neither plausible, nor probable.  To those who argue that this is too complex and requires more work, I would assume that this is at the minimum what you should be delivering, if you are being paid millions of dollars for an appraisal.

Punishment
The most disquieting aspect of the acquisition business is the absence of consequences for bad behavior, for any of the parties involved, as I noted in the aftermath of the disastrous HP/Autonomy merger. Thus, managers who overpay for a target are allowed to use the excuse of "we could not have seen that coming" and the deal makers who aided and abetted them in the process certainly don't return the advisory fees, for even the most abysmal advice. I think while mistakes are certainly part of business, bias and tilting the scales of fairness are not and there have to be consequences:

1. For the appraisers: If the fairness opinion is to have any heft, the courts should reject fairness opinions that don't meet the fairness test and remove the bankers involved  from the transaction, forcing them to return all fees paid. I would go further and create a Hall of Shame for those who are repeat offenders, with perhaps even a public listing of their most extreme offenses. 
2. For directors and managers: The boards of directors and the top management of the firms involved should also face sanctions, with any resulting fines or fees coming out of the pockets of directors and managers, rather than the shareholders involved.

I know that your reaction to these punitive suggestions is that they will have a chilling effect on deal making. Good! I believe that much as strategists, managers and bankers like to tell us otherwise, there are more bad deals than good ones and that shareholders in companies collectively will only gain from crimping the process.

YouTube Video


Attachments

1. The Fairness Questionnaire (as a word file, which you are free to add to or adapt)