BlackRock joins in i-Activism

A week after Jana Partners LLC and California State Teachers Retirement System wrote to Apple demanding it take action over the addiction of children to smart phones, BlackRock has made a powerful intervention in the governance debate. I dubbed this i-Activism LAST WEEK as I think this stance by investors is genuinely new. Many serious people can see that either capitalism reforms itself, or it risks being overturned by a populist revolt.

The New York Times is reporting that Larry Fink, the founder and CEO of BlackRock, which has some $6 trillion under management, is writing to companies in which the firm has a major stake to warn them to ensure they are making “a positive contribution to society”. He says that as equities have reached record highs, so has “popular frustration” and society is demanding that companies “serve a social purpose”. 

In particular, BlackRock wants companies to publish a long term strategic plan, approved by the board.

Meanwhile, in the UK, there was an animated exchange at Prime Minister’s Questions today over the collapse of Carillion, which created more heat than light. It does not take a genius to observe that Carillion’s bankruptcy is a tailor-made issue for Mr Corbyn. Those who are looking for leadership from the current crop of political leaders are likely to be disappointed.

Unless a refreshing Macron-style figure emerges in the UK or the US, only business itself can really provide the leadership. As Jonathan Hill, a co-founder of Prosperity UK observes in the Financial Times today: “For reasons wider than Brexit, business needs to reconnect with the society which it serves. It needs to overcome the crisis of confidence it has suffered since the financial crisis and remake the case for why we need markets and a competitive private sector. Otherwise it will increasingly find itself at the mercy of populist politicians.”

The start of i-Activism

Jana Partners LLC and California State Teachers Retirement System have written to Apple, the world’s largest quoted company with a market capitalisation of some $900bn, to demand that it takes action to protect children from addiction to Smartphones. The two institutions claim to own $2bn of Apple stock. The full text of the letter is HERE and it is worth a read.

Does this represent a new style of activism? It is certainly very different to the recent aggressive move on the London Stock Exchange by TCI. It is a step up in what is called “suggestivism”.

There are five reasons the letter is interesting.

1. A long term social objective and minimal short term impact on the share price
The Apple share price has hardly moved and is today trading at $175, essentially in line with the record level in December. The motivation for the activist intervention is only partly economic and even then only long term, as the letter makes clear. The key paragraph states:

“Increasingly today the gap between “short-term” and “long-term” thinking is narrowing, on issues like public health, human capital management, environmental protection, and more, and companies pursuing business practices that make short-term sense may be undermining their own long-term viability. In the case of Apple, we believe the long-term health of its youngest customers and the health of society, our economy, and the Company itself, are inextricably linked, and thus the only difference between the changes we are advocating at Apple now and the type of change shareholders are better known for advocating is the time period over which they will enhance and protect value. As you can imagine, this is a matter of particular concern for CalSTRS’ beneficiaries, the teachers of California, who care deeply about the health and welfare of the children in their classrooms.”

Separately, it is also noteworthy that there are reports that sales of the Apple I-phone X are disappointing, see HERE

2. Collaborative in tone
In the past activists have, at times, been regarded as the hooligans in the market and it is notable that the letter is extremely collaborative and constructive in tone. It congratulates Apple on its record in innovation, seeks a meeting, and suggests useful outcomes, such as the formation of an expert committee and the use of new tools to protect children.

3. Academic research
The letter references the latest academic research, including books and papers and the introductory paragraph states the investors are:

“In partnership with experts including Dr. Michael Rich, founding director of the Center on Media and Child Health at Boston Children’s Hospital/Harvard Medical School Teaching Hospital and Associate Professor of Pediatrics at Harvard Medical School, and Professor Jean M. Twenge, psychologist at San Diego State University and author of the book iGen.”

4. A big PR push
The letter has clearly taken Apple by surprise as it has reportedly not yet responded. The letter has been published early in the process and has been accompanied by a new website called “Think differently about kids”. The press like activists, and having splashed on the story, the Wall Street Journal has had it as the lead story on its global websites all day.

5. A new investor mandate
Although it is hard to dispute the belief among large institutions that companies should be good corporate citizens, one should not be too sentimental about it. According to the Wall Street Journal, this is the first step towards Jana launching a new multi-billion “corporate citizenship” fund which will include the Rock Star Sting’s wife Trudie Styler on the advisory board.

Behind this will be a whole chain of legal obligations: an investor mandate, fiduciary duties, performance targets, reporting, governance and voting at general meetings. These will, in turn, inform a whole set of behaviours and economic incentives, both for the fund itself and how it engages investee companies.

Taken together, Jana and Californian Teachers are indeed thinking differently. They are doing so, not simply out of altruism (though that is presumably a factor), but because there is apparently investor demand for a fund to support their cause. Is this the first step in a trend among investors? Let’s see.

Tweaking MiFID II post-Brexit

Today signals the deadline for MiFID II compliance, new regulation that has been causing a sense of disquiet in some areas of the City, especially amongst advisers to and investors in smaller companies below the FTSE 250. A question worth asking is will Brexit allow some of the anticipated consequences of MiFID II to be addressed?

MiFID II covers numerous uncontroversial areas. But one stands out. Company research. From today unbundling means research will be priced separately from execution, putting pressure on fund managers to justify their research spend.

While this is unlikely to affect large companies, for the myriad of smaller companies the risk is that fund managers don’t really want to pay for research in hundreds of securities that they may never buy. Some fear this will make it even harder for smaller companies to get attention from investors.

One of the best-known figures in the small companies’ market is Katie Potts, who founded and runs the Herald Investment Trust. In its latest annual report, its Chairman said: “…the regulatory shock of the impending introduction of MiFID 2 has led to dire illiquidity, and commensurately wide discounts for smaller company trusts in general.”

This is more than an idiosyncratic issue for a minority of investors. If the smaller companies market dries up, it is hard to see how we can enhance UK productivity and invest in the innovation, entrepreneurship and new ideas of the future.

The domino effect of reduced research for small caps is potentially serious. With less research there is less liquidity. With less liquidity the attractiveness of a growth business looking to launch an initial public offering (IPO) disappears. In effect, a go-to source of funding for growing British businesses is removed. The result? Companies could turn to the debt markets or even a listing in the US to raise money. Some just may not bother to grow at all.

In the short term, while the UK is still a member of the EU or “in transition” until 2021, Brexit would not make any difference to the implementation of MiFID II. Large international firms are not going to countenance any move that will hinder their trading with the EU and nor should they.

However, after that, things may change. One of the most creative legal thinkers about Brexit is Barnabas Reynolds, a partner at Shearman & Sterling and was a contributor to Prosperity UK, a politically independent platform bringing together business leaders, academics and policy-makers to look constructively at a future outside the EU. He has written several papers on the subject and says that the UK should opt for an “equivalence regime” with the EU. This is the same status as countries like the US, Switzerland and Japan, and allows access to markets if regulations are broadly aligned.

The key thing about equivalence is it does not mean “identical”. It therefore allows some flexibility to change regulations which relate to domestic activity. Depending on how the trade negotiations go, and whether an equivalence regime is agreed or something more prescriptive, MiFID II could indeed be tweaked.

We will have to see how the deal comes out in the end.

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