Softbank Vision Fund highlights how investors should analyse structures

A Financial Times article recently described the structure of the SoftBank Vision Fund.

The details reveal breathtaking audacity in terms of SoftBank laying claim to investor returns without transfer of an equivalent level of risk. To avoid competing accounts, I will use the FT as my source of information, as I am not so much interested in what SoftBank is doing as I am in how investors might analyse such structures.

The tech and innovation focused fund has gained fame due to its size, currently a reported US$93 billion in commitments. Less broadcast is that SoftBank’s 44 per cent internal rate of return over the past 18 years is driven predominantly by two investments, Alibaba and Yahoo Japan. But the issue is not about investment ability, it is about whether the structure is fair.

Continue reading

Compensation Foundations: Long Term Incentive Plans

Compensation Foundations: Long Term Incentive Plans
This entry is part 4 of 4 in the series Compensation Foundations

This week’s column is the third in a series that I co-author with Ray Everett, the chief executive of Aon Hewitt in the Middle East.

In our previous articles we spoke about salary – what you give people to show up every day, and incentives – what you pay them to do their job well. In today’s column we’ll cover Long-Term Incentive Plans (LTIPs) – what you pay people to do their job well over the mid to long term. Continue reading

Decision making and risk

My willingness and ability to take risks and manage them often comes up as a topic of conversation.

Let me explain how I got here. In 1989, after completing my first year at university, I spent the summer as an intern at the Abu Dhabi Investment Authority (Adia). I found the world of investments fascinating and as part of that education I was told to read the book Market Wizards by Jack Schwager, a compilation of stories about traders.

One story that stuck in my mind was about a new trader who could not get himself to start trading. He did not know how to make or take a decision. So his manager walked over to his desk, picked up the phone and executed a trade on behalf of the trader. The manager then informed the trader that if the trader sold the position and the price went up, then the trader would be held responsible but if he held the position and the price went down he would also be held responsible. The manager’s tactic was brilliant, he did what should happen to all of us – he took away the trader’s option to do nothing. Continue reading

Your employee stock ownership plan probably increases company risk

Employee stock ownership plans (ESOPs) are supposed to align employee and company interests and in theory decrease risk. But as an employee, you actually materially increase risk if you get paid stock rather than cash: if your company gets into trouble you lose your job and your savings (stock price drops).When things go well for a company it should take more risk, but ESOPs might make employees take less risk, in essence locking in their profit.

When things don’t go so well a company should reduce risk. But employees, who might feel they are about to lose everything, might gamble with the hopes of saving their jobs and savings.

Entrepreneurs' Dreams

Noon, the online retailer, was announced in November 2016 with a launch date of January 2017. Last week, word began to emerge that Noon, now almost five months late on its originally announced launch date, might be moving many of its staff to Saudi Arabia. Why, when a venture is already delayed five months, would you make such an important shift? More perplexing is why a venture that is less than a year old would suddenly have to move people? Was the earlier plan wrong in its emphasis on Dubai? Aren’t businesses supposed to pick Dubai as their regional hub? This was perplexing, so I tried to look at it from different angles.

One angle is that since Saudi’s Pension Investment Fund (PIF) was investing half of the US$1 billion into Noon then PIF wanted to domicile the company in its own country. Wouldn’t PIF have thought of that when it decided to make the investment? It is, after all, known to be sophisticated and professional. All things being equal, it would have made that decision at the beginning. If by some oversight it didn’t, PIF would understand the high risk of moving the operational base of a late-to-launch start-up. There must have been another reason.

Perhaps looking at what little publicly available information there is on Noon might shed some light on the matter. A quick survey of relevant announcements reveals: (1). A five-month delay in launch; (2). A last-second offer for Souq.com; (3). The acquisition of JadoPado, an existing online retailer; (4). One month later, senior people from JadoPado and Noon left the venture; and (5). The announcement of the move of the operating venture to Saudi.

The first four points signal negative events for Noon. The last one simply looks like PIF, the 50 per cent shareholder, deciding to exercise some corporate governance and move the operational base to Riyadh so that it could have better oversight over the venture. This is, of course, simply my theory since as of writing this nobody from Noon has provided a rational explanation to what is going on.

One of the heartbreaking issues is that JadoPado, a great entrepreneurial start-up story in the region, seems to have been unnecessarily shutdown. Is this a sign of things to come? People who have, or control, large amounts of financial assets harming our nascent venture capital ecosystem because they think they know what it means to be an entrepreneur? Will other entrepreneurs who have spent years building up their companies face the same fate because established interests are suboptimal in how they handle their acquisitions?

This reminds me of a poem by William Butler Yeats:

Aedh Wishes For The Cloths Of Heaven

Had I the heavens’ ­embroidered cloths,

Enwrought with golden and silver light,

The blue and the dim and the dark cloths

Of night and light and the half-light,

I would spread the cloths ­under your feet:

But I, being poor, have only my dreams;

I have spread my dreams ­under your feet;

Tread softly because you tread on my dreams.

In the end, that is the only thing that true entrepreneurs have – dreams. People who have money and business success handed to them will never, can never, understand this. When entrepreneurs ask in vain where the funding part of the ecosystem is, perhaps they should look to those who have received business and support in excess of the value they produced. If those who can be commercially successful can’t find funding because those who aren’t commercially successful keep hoovering it up, perhaps we should rethink the ecosystem.

I spent three years building an investment bank in Saudi Arabia dealing with regulators, government departments, investors, and staff. They are competent and professional. I hope that they can help what is left of JadoPado and invigorate Noon. Unicorn should mean sold for a billion dollar valuation, not destroyed a billion dollar valuation.

I also hope that we can rebalance the venture capital ecosystem in the UAE to support entrepreneurs.

This article was originally published in The National.

Your understanding of “win-win” can harm you

The idea of win-win outcomes is seductive, it implies that everybody gets what they want. This belief can harm you for three reasons:

  1.  You cannot know what a win means for the other party. After all, negotiation 101 teaches us that one should never reveal their goals to the other person.
  2. Life is not a zero sum game, but neither does it provide unlimited resources. You are competing for the same resources.
  3. This only works if the other person is playing the same game, otherwise you will get slaughtered.

Better to aim for “satisfied – satisfied.” More realistic.

No values? Here's a promotion!

My insight into how those with no values are promoted: If a supervisor instructs an employee to do something, then an employee with values will push back if the action conflicts with their values. The employee with no values will immediately execute the instruction without hesitation. From the supervisor’s point of view it can look like the former employee is obstinate and the latter employee is loyal.

Of course this false view can easily be corrected by remembering that it is final outcomes that count and ensuring that long term performance is measured and reviewed. Not to mention that the mirage of the loyal employee is the foundation of the fraudulent employee (no values, remember?).

I got this insight from a young compliance officer who was struggling to do his job and keep it. I was told that a bank CEO was let go precisely because of this. The list continues. Is this a self-reinforcing downward spiral? Of course what’s true of governance is also true of risk-taking.

Unmasking business shenanigans

I have recently pointed out that one of the warning signs that a business is facing issues is when core revenue, ie revenue from the main business lines, is down but profit is up.

Why the combination? Why not simply flag a drop in core revenue? Because it is normal for revenue to fluctuate – especially in a challenging economy. But if revenues go down and profit goes up, it means the business has miraculously had a major increase in non-core revenue or, worse, has made large cuts to expenses.
Large jumps in non-core revenue are rarely sustainable. They usually come from either re-valuing assets, an exercise that does not affect cash flow nor is it recurring, or from the sale of an asset at a price higher than it was held on the books, which helps cash flow but is non-recurring and may reduce income-generating assets.

On the expense side you have actual cash expenses that are reduced, usually employee compensation or number of employees, but this can also include things such as rent. These have a positive cash-flow effect but are limited in the number of times they can be done, not to mention that it can affect revenue generation by losing employees or reducing morale.
The red flag is when non-cash expenses change drastically, such as depreciation, amortisation and impairment charges. This is a red flag because it is relatively easy to massage these numbers, plus it has no impact on cash flow. Continue reading

Real alternatives to the game of monopolies in the GCC

As the economy continues to be under contractionary pressure, it is high time we took an in-depth look at one of the major constraints to its growth. As we know, it is entrepreneurs building start-ups that form the foundation of any economy. However, as I have argued before, monopolies stifle entrepreneurship. The greater the number of monopolies, the greater the value destruction in the economy.

I have argued this many times. Now I’d like to show exactly how much all these monopolies, the agencies on electronics, restaurants, medicine, etc might cost the economy in dollar terms. You will be shocked.

Before we get to pricing let us understand the value of a commercial licence to operate a business. In a free market capitalism framework, the value is close to zero. For example, in the GCC, most businesses require a licence that costs a few thousand dirhams at most. If you pay much more than that then you are paying for a regulated activity or something exclusive. This insight allows us to understand the value of monopolies.

Continue reading