Tag Archive: Risk

Risks Illustrate Imperative to Balance Corporate Ambition with Resilience

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Richard Smith-Bingham

A positive outlook for the global economy notwithstanding, the operating and investment risk for companies in today’s global environment should not be underestimated. Building resilience against a wide and expanding array of potential shocks will be required for sustainable success.

For corporate directors, this is a time for challenging institutional assumptions — and recognizing not just that new risks are appearing on the horizon but that operational risks may become strategic ones, known risks may become unknown, controllable risks may become uncontrollable, and risks assumed to be acceptable may acquire “fat tails.”

The newly released Global Risks Report, prepared by the World Economic Forum with the support of Marsh & McLennan Companies and other partners, evaluates the major threats facing the world over the next decade and provides a rich context to help organizations chart an aggressive growth strategy.

The risk landscape is shifting.

This year’s survey revealed deep pessimism about the direction of international relations. Ninety-three percent of survey respondents from across the global risk community expect that political and economic confrontations between major powers will increase in 2018. There were high levels of concern about an increase in state-on-state conflicts that may draw in other countries. Western respondents also highlighted growing concern about economic protectionism.

Technological risks are seen as a rising global threat. Business leaders in advanced economies consider large cyber attacks to be the number-one risk for doing business in their respective countries, and respondents in most parts of the world anticipate these attacks will get worse in 2018. Societal risk emanating from the increase in media echo chambers and fake news is also expected to grow.

On a longer-term horizon, environmental risks ranked highest in both likelihood and impact. Extreme weather and failure to adapt to climate change showed the greatest leap in concern since last year’s report, perhaps reflecting the hurricanes, earthquakes, and wildfires suffered during September when the survey was open. However, even before the devastating events of 2017, apprehension in this area was strongly reflected in this survey.

Companies are increasingly vulnerable to shocks and disruption.

Positive growth in recent months shouldn’t blind businesses to potential economic fragilities. The debt-to-equity ratio of the median S&P 1500 company (excluding financials) has almost doubled since 2010 and is now well above pre-financial crisis levels. Asset prices in some sectors are at historically high levels. Global debt has risen to a record $233 trillion, and at 318 percent, the global debt to GDP ratio remains near its all-time high.

Persistent low commodity prices continue to rattle exporter countries and their neighbors, which presents political and societal implications. Structural issues such as income inequality, rising health care costs, and diminishing long-term retirement security also show little sign of being resolved.

Against this backdrop, how will investor and corporate confidence fare in the event of a major geopolitical altercation, an aggravated trade stand-off, or a technological catastrophe—none of which are implausible?

A Business Lens

Corporate lifespans are dramatically shortening. The average time companies spend in the S&P 500 index has already decreased from approximately 60 years in the 1950s to 12 years today. The velocity of change in the current environment, creating both new opportunities and new threats, will likely drive this lifecycle down even further. The pressure to define and execute a strategy with both bold ambition and resilience against major shocks has never been higher.

It’s imperative for board members to ensure their company’s leadership makes every effort to reconcile growth and innovation opportunities with risk and security considerations, while rigorously assessing the value of potential initiatives in a wide range of scenarios. A dual focus on prevention and response—given the increased velocity of new and unpredictable risks—is needed.

As our recent paper on Getting Practical with Emerging Risks notes, clarity on the sorts of intelligence expected and opportunities for the board to discuss weak signals will help achieve a cohesive approach to sense-making and alignment with senior management on the way ahead. Boards that engage with complex uncertainties will be best positioned to help their firms negotiate today’s dynamic risk environment laden with potential shocks and disruption.

Richard Smith-Bingham is a director in Marsh & McLennan Companies’ Global Risk Center and leads MMC’s thinking on the evolving macro-level risk landscape and how companies and governments can best anticipate and negotiate rising threats. 

Beating the M&A Odds: Three Big Risks and Key Questions for Directors

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Director Essentials: Strengthening Oversight of M&A

Director Essentials: Strengthening M&A Oversight is available exclusively to NACD members. To become a member, please contact Brandan Nass at Join@NACDonline.org. To learn more about NACD, visit NACDonline.org

Every corporate director knows the importance of M&A in the grand scheme of enterprise. With some 40,000 significant transactions announced annually, M&A is hard to ignore. Yet there are persistent risks that directors need to understand and mitigate through insightful questions and the dialogue that ensues.

  1. Risk: Not all bets will pay off—at least not right away. Buying a company means placing a bet on the future. Given the level of unpredictability involved, there is some chance that the merger will fail to achieve its goals and/or fail to return incremental value to shareholders. It is commonly cited that “80 percent of all mergers fail” to add value; however, this percentage is an exaggeration. Event studies that compare transactions over time present a more realistic picture by showing that incremental financial value is not assured. For example, a study conducted by Kingston Duffie, publisher of the digital magazine Braid, indicates that companies actually lost 4.8 percent of their value when they spent at least five percent of their market capitalization on M&A during the 18-month period between October 2014 and March 2016. The interactive graphic included in the study shows differentiated performance during the period—high for Stamps.com Inc., medium for Starwood Hotels & Resorts Worldwide Inc., and low for EV Energy Partners. Your company could experience returns like any one of these.

Question for Directors: If this merger ends up having a slightly negative result for our shareholders, what are the compelling strategic reasons to do this deal? When do we believe that deal synergies will materialize?

  1. Risk: As a director, you could be named in a lawsuit—especially if you are voting on the sale of a company. In 2015, lawsuits were brought in 87.7 percent of completed takeovers. Although most cases settle, some do go to trial. In a trial setting there are four main standards for judging director conduct in the sale of the company, ranging from lenient to stringent:
  • The business judgment rule (trusting the decision as long as directors have no conflicts of interest and are reasonably well informed).
  • The Unocal standard (protecting anti-takeover moves only if a threat is real).
  • The Revlon standard (requiring an auction process once a company is in play).
  • Entire fairness (requiring both a fair price and a fair process).

In addition, when a company has promised its shareholders the right to have the company appraised, the court itself can impose its own valuation. In the original Dell go-private transaction, the court retroactively forced the company to pay aggrieved stockholders what the court deemed to be a missing increment to their premium.

Question for Directors: How can we find assurance that sale is in the best interest of the company and its owners, and that we have chosen an optimal price? How can we ensure that there is a litigation-ready record of our deliberations in this regard?

  1. Risk: You could lose your board seat. According to a study by Kevin W. McLaughlin and Chinmoy Ghosh of the University of Con­necticut, there is a higher rate of retention for directors from the acquiring firm (83 percent) following a merger, with the most likely survivors being individuals who serve on more than one outside board. Only about one-third of directors from the target board (34 percent of the inside directors and 29 percent of the outside directors) continue to serve after the merger.

This October, when Dell Inc. and EMC Corp. officially merge (assuming full regulatory clearance following their recent shareholder approval), many who serve on the EMC board may not be on the post-merger Dell board, including retiring EMC Chair-CEO Joe Tucci. When the merger was first announced last October, a spokesman for Elliott Management Corp. stated in a press release, “Elliott strongly supports this deal. As large stockholders, we have enjoyed a productive and collaborative dialogue with Joe Tucci and EMC’s Board and management. We are confident that this Board has worked tirelessly to evaluate all paths for the company and that today’s transaction represents the best outcome for stockholders.”

Saying goodbye to some or all of these incumbents this fall will seem to be an ironic outcome for creating value. And yet that is how it must be. Fiduciaries are not self-serving, but rather they serve on behalf of shareholders to promote the best interests of the company. As such, they need to be ready to move on when that is the best outcome for the corporation. Still, it is disruptive (and not always creatively so) to be a trusted voice of wisdom for the future one day, and mere history the next.  

Question for Directors: If we sell this company and our board must merge or disband, who among us will be most useful in steering the combined company in the next chapter?

These are not easy questions. But by asking them, directors can help their companies beat the tough M&A odds.

For more insights, see Director Essentials: Strengthening M&A Oversight, and Governance Challenges 2016: M&A Oversight—two new publications available without charge to all NACD members. See also “Does the Deal Fit the Strategy?” in Metropolitan Corporate Counsel, and “Project M&A” in Financier Worldwide.

Turning Disruption Into Opportunity

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Speaking at NACD was a highlight of my year, as the audience was forward-thinking, eager to learn, and willing to grapple with tough questions in order to reach good answers. The discussions after my talk were almost as much fun as the talk itself, and there was significant appetite for a reference sheet to some of the bigger ideas I’d outlined. I hope that the summary pulled together here will prove helpful, and I welcome remarks, insights, or questions about any of it!

Josh Klein

Disruptive trends in technology, culture, and business are converging. That convergence is an opportunity for businesses that recognize how to proceed. 

Code: Technology is cheaper, faster, and better than ever before. 

From software toolkits to education outlets, cloud computing to open-source big-data structures, there have never been so many ways for a motivated player to exert so much leverage so rapidly. Competitive advantages and resources that once belonged exclusively to large companies are increasingly not just accessible but freely available. In many cases, these platforms even invert such advantages—meaning that individuals who are part of porous, open groups are able to deploy better solutions faster than corporate counterparts by leveraging their communities. And all at low to no cost.

President Obama’s first campaign for the White House is a prime example of this phenomenon: he hired data specialists who used a simple method to computationally test different versions of his website in order to see which ones were generating more donations. Using this approach, he exceeded his projections by an additional 4 million e-mail addresses, a click-through rate of 140 percent, and $75 million more than was expected.

Culture: Transparency, meritocracy, and a willingness to disrupt anything characterize the new technology (and business) marketplace. 

The age of playing by the rules—any rules—has largely gone by the wayside. When it’s possible to conduct corporate inversion online in under 20 minutes using a digital toolkit provided by a foreign nation state, it’s clear the playing field has changed. This is exactly what Estonia’s new “E-Estonia” initiative—which grants corporations a type of citizenship supported by cryptographically backed authentication—has been accused of enabling.

The people developing new solutions and creating new technologies take for granted an entirely different set of social (and moral) norms, which have no respect for the way your business is currently structured.

Competition: An exploding black market and a global tipping point that will occur when the remaining two-thirds of the planet come online over the next five years herald an incipient tidal wave of strange new competitors. 

If you think the Internet has been disruptive during the past 20 years, you haven’t seen anything yet. The motivations and expectations of people completely new to technology differ from those of people who have already internalized it. Much like the toddler who doesn’t know what to do with a computer mouse and thinks a computer screen is broken when he can’t swipe it, new users of innovative technologies will have different expectations for what your company should provide. When you mix in a booming black market and a surging cascade of disruptive technologies—everything from drones to 3-D printing to dial-your-own genomics—you have a strange new world indeed…and one coming at you very, very quickly.

ACTION ITEMS: There’s good news in all this. You can compete just as well—if not better—by recognizing that the game has changed and adapting to the new rules.

1) Experiment, experiment, experiment.

It’s faster, cheaper, and easier than ever before to invent, test, and iterate. It’s what your competitors (and they are legion) are doing—especially the outlier startups that you so fear will flip your market as Uber did the medallion cab industry’s. The good news? You can do exactly the same thing. Even better, once you do, you already have a supply chain, established market, and deep resources to drive these new industries ahead of smaller first-time players.

What to ask your senior management: How are you implementing more agile and iterative development methodologies, and why?

2) Systematize culture change.

Empower your employees to act on your behalf. Legitimize risk. Reward insight. While this strategy looks good on paper, it is nearly impossible to execute, especially in highly efficient, competitive, and well-established organizations. Do it anyway, and you will find yourself at the helm of one of the most powerful entities in today’s market: A company that effectively innovates as a matter of course and knows how to build businesses and deploy products accordingly.

What to ask your senior management: How are we empowering our employees, at every level, to change the way our company operates? What evidence are we measuring that indicates this strategy is working?

3) Risk everything.

All business is about risk. But many companies have lost sight of the fact that this means not just mitigating risk but also embracing it. The emergence of new technology is confronting every industry with massive shifts that entail plenty of risk in the most negative sense. But the opposite is equally true, and it’s only by seizing the opportunities this time of change represents that you’ll emerge victorious. And who knows…you might even make the world a better place while you’re doing it.

What to ask your senior management: If you had to increase revenue by 25 percent this quarter, what would you try? Why aren’t we trying that?

Embracing Change

I live every day in the future, metabolizing the new technologies that are slipping over our event horizon and into daily life. It’s a scary place to be, but it’s also one that offers boundless hope. Times of change are enormous opportunities for advancement. Those of us who experiment voraciously, learn quickly, and adapt effectively will chart the course for how human commerce unfolds over the next two decades. Our way will become the “new normal” and possibly set standards that will shape lives for generations to come. It’s not a time without risk, but it’s also a chance to change the world. What more could you want?

Josh Klein advises, writes, and hacks systems. He wants to know what you think.

www.josh.is / josh@josh.is / @joshuaklein