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Proxy power puts asset managers in media spotlight

More than a year ago, an academic paper argued flagthat the concentration of equity ownership among large fund management companies discouraged competition.

The Azar-Schmalz study suggested that since mutual funds and ETFs own more than one company in a sector, they are harmed by price wars which might reduce profitability across the sector and pricing for consumers is artificially high as a result.  The study looked to the airline industry for evidence.

The theory is interesting but far fetched.  First, air travel is a heavily regulated sector and regulation has many market-skewing effects.  Also, with dramatic consolidation among US airlines, there are more obvious reasons for why fares might appear homogeneous.  More fundamentally, however, a direct correlation between cross ownership and pricing trends would demand an unfathomable and unsustainable degree of coordination between boardrooms and fund companies.

Nonetheless, credence is growing among media.  Matt Levine, author of the influential Money Stuff daily email from Bloomberg View, began as a skeptical admirer of the novelty of theory, but has referenced it regularly for several months.  In a recent piece, he writes, “What I like about the mutual-funds-as-antitrust-violation theory is that it is both crazy in its implications — that diversification, the cornerstone of modern investing theory and of most of our retirement planning, is (or should be) illegal — and totally conventional in its premises.”

Professor Schmalz is author of a new paper, “Common Ownership, Competition and Top Management Incentives”  which expands the theory and links cross ownership to the prevalence of ultra high executive compensation.  Levine explains, “But ‘say-on-pay’ rules mean that shareholders get at least some formal approval rights over compensation, and I guess the boards and consultants and managers have to design pay packages that will appeal to investors. And if those investors are mostly diversified, then they won’t have much demand for pay packages that encourage one of their companies to crush another.”

Executive compensation is a major corporate governance issue and an area where large shareholders do have a lever over corporate policy.  A year ago, this blog noted that hedge funds are uncharacteristically quiet on the topic of exec pay.  I also uncovered that the companies paying their CEOs the most are very likely to also be the most shorted. However, despite pervasive questions on how to best structure executive compensation plans, the 10 largest asset managers supported the pay plans at about 95% of the S&P 500 companies.  And yet, new research shows that looking at return on corporate capital,  70% the top 200 US companies overpay their CEOs, relative to sector and revenue size.

Furthermore, Wintergreen Advisers notes that there are hidden costs to high pay.  First, stock grants to executives dilutes existing shareholders.  Second, companies often initiate stock buybacks to offset that dilutive effect on other stockholders’ stakes (and we all know most buybacks are not good for shareholders).  “We realized that dilution was systemic in the Standard & Poor’s 500,” Mr. Winters tells the New York Times, “and that buybacks were being used not necessarily to benefit the shareholder but to offset the dilution from executive compensation. We call it a look-through cost that companies charge to their shareholders. It is an expense that is effectively hidden.”

The issues of competition and compensation illustrate how central asset managers have become in the discussion about how corporations operate.  The media increasingly identify stock ownership with direct influence (perhaps due to how successful activist investors have been in recent years) and the media are ready to lay a raft of corporate ills at the feet of those with the most votes.  It logically starts with executive compensation, but it could quickly extend into other corporate practices such as employee compensation, retirement policy, health benefits — issues which most asset managers would view as outside their sphere of influence.  With the role of government and the social safety net shrinking, society looks to corporations to step into the breach.  The challenge for large asset managers is that the media and perhaps others expect them to be the defacto regulators of the corporations.

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