21: Not a Pretty Picture
āThe finance sector, and its associated legal and accounting advisers, is rewarded for making a transaction happen, not for the commercial success of that transaction. The āadviceā expensively provided is not primarily about the merits of the deal, but principally about how to get the deal done. Bruce Wasserstein, architect of KKRās takeover of RJR Nabisco, was the doyen of Wall Street M&A advisers for more than two decades before his death in 2009. Wasserstein became known as ābid-em-up Bruceā for his role in encouraging his clients to pay whatever was necessary to get the deal done. The ādare to be greatā speech with which he massaged the egos of corporate executives became famous. While the businesses concerned paid his fees, his real client was the ambitious executive teams.
Related Quotes
Louis Guelette, cited in:
We decided to make him responsible for the revenue target of the SMB sector in South Africa, an area with limited resources that needed cooperation with business partners - a complex world that he didnāt know very well. Complex because such relationships can be with both partners and competitors and very much depend on the right deal being struck. Such management requires maturity and diplomacy and I was surprised to find these qualities and characteristics in a young man with little practical experience of the business.
I was also told that a brand-new CEO shouldnāt be trying to make huge acquisitions. I was ācrazy,ā as one of our investment bankers put it, because the numbers would never work out and this was an impossible āsaleā to the street.
The banker had a point. Itās true that on paper the deal didnāt make obvious sense. But I felt certain that this level of ingenuity was worth more than any of us understood or could calculate at the time. Itās perhaps not the most responsible advice in a book like this to say that leaders should just go out there and trust their gut, because it might be interpreted as endorsing impulsivity over thoughtfulness, gambling rather than careful study. As with everything, the key is awareness, taking it all in and weighing every factorāyour own motivations, what the people you trust are saying, what careful study and analysis tell you, and then what analysis canāt tell you. You carefully consider all of these factors, understanding that no two circumstances are alike, and then, if youāre in charge, it still ultimately comes down to instinct. Is this right or isnāt it? Nothing is a sure thing, but you need at the very least to be willing to take big risks. You canāt have big wins without them.
The Corporation in the 21st Century- John Kay
PART 1: The Background
1: Love the Product, Hate the Producer
āSome of these billionaire executives are no superstars: individuals such as Philip Green, who extracted nine-figure sums from retailer BHS before selling the company to multiple bankrupt Dominic Chappell for Ā£1, Mike Ashley, the domineering boss of the retailer Sports Direct, and Eddie Lampert, who inflicted similar destruction on Sears, for a century Americaās leading store chain. The lifestyle of these executives contrasts with the fate of their businesses. The 90-metre yachts of Green and Lampert make good newspaper pictures. Greenās is moored in the harbour of the tax haven of Monaco, where he is resident, while Lampertās is named Fountainhead, after Ayn Randās turgid paean to individualism.
This is an important and underappreciated point: there is no shortage of āpatient capitalā ā institutions such as pension funds and university endowments are naturally looking for investments that may only pay off in the long term ā but there is a shortage of patient individuals working in the finance sector, an industry remunerated almost entirely by transactions. The result is a constant flurry of financial activity engaging senior executives, investment professionals and advisers which rarely adds to, and often detracts from, the effectiveness and success of the underlying business. The financial pressures that motivated strategy at Merck and Valeant not only damaged the standing of the businesses and their products but also diminished the returns to their shareholders in the long run. In later chapters I will show that these are far from exceptional cases. The history of pharmaceuticals illustrates much that is right and wrong in the relationship between business and society. I have described four problem areas: the motivation and standards of behaviour of leaders of the industry; the interface between business and finance; the difficulty of constructing a regulatory regime that is relevant and effective; and the sometimes too tenuous relationships between prices, costs and values. None of these issues is unique to the pharmaceutical sector: similar questions arise in every kind of business, and the answers are necessarily specific to industry, time and place. But in this book ā and another that will follow ā I will illustrate principles and directions of travel.
PART 5: How It All Worked Out
āIt is not a coincidence that the emphasis on financial metrics in business occurred at the same time as explosive growth in the size and remuneration of the financial sector. There were useful innovations, such as the emergence of venture capital as a means of financing start-up businesses. But the financial sector is primarily rewarded by fees from facilitating
transactions, not for the consequences of these transactions. Corporate executives engaged in a frenzy of dealmaking, buying and selling existing businesses; incentive plans encouraged actions that generated immediate revenues or cost savings, mostly with unmeasured consequences for the business in the long run. The result was the destruction of many of the great businesses which an earlier generation of less well-rewarded managers had created.