Are share buybacks the rope that will hang the last capitalist?

Fortunately, the saying: “the last capitalist we hang shall be the one who sold us the rope”, attributed to Karl Marx and Vladimir Lenin, never materialized and communism is now discredited.

However, the capitalist system is exposed to built-in mechanisms that may lead to its demise. One serious candidate to ruin capitalism is the practice of companies repurchasing their own shares.

In 1980 the amount spent buying back shares in the USA reached 80 billion, but in 2018 the companies listed in the S&P500 index alone spent 806 billion in buybacks (and paid another 462 billion in dividends). Indeed, in 1999 buybacks used up to 75% of operating earnings and in 2008 had exceeded operating income by 25%. Although after the financial crisis that number was brought back to 60%, in 2016 buybacks reached 110% again and in 2018 still remain close to 100% of earnings.

Moreover, some well-known corporations (e.g. MacDonald’s and Starbucks) have been so aggressive buying back their stock that they now have negative equity. In the past such companies would be considered insolvent and in serious risk of bankruptcy, but today markets seem to disregard such risk and often value them handsomely.

How did we come to this situation? Basically, through the persistent attack on one key foundation of capitalism - the profit motive. In the past, Marxists, and anti-capitalists in general, were the main critics of profits as a form of exploitation or advantage to capitalists. However, in the 1960s some finance theorists provided a new weapon against profits by proclaiming that firms should aim at maximizing shareholder value rather than profits. This ambiguous metric opened the door to unscrupulous managers to try to manipulate stock prices through share buybacks to cover up their poor performance or to fill their pockets through stock options.

Regulators validated the practice by focusing exclusively on the risk of price manipulation, limiting repurchases to a maximum of 10% of the shares outstanding annually and some rules on how repurchases could be made in the open market. So, buybacks continued to grow for several reasons, including unchecked CEO greed and favourable taxation.

Most investors, seduced by the short-term view that stock prices would rise as the number of shares available for trading were reduced, also embraced the practice enthusiastically.

Among the few doubters, was Warren Buffett who alerted for the danger of adverse selection (buying high and selling low) and the risk of rewarding handsomely mediocre managers, notably on his famous parody of Mr. Fred Futile, CEO of Stagnant, Inc. I shall use his story to show that the danger of buybacks goes beyond rewarding mediocre management and endangers the future of capitalism.

In Buffett’s story, Fred Futile receives as compensation a ten year, fixed-price option, on 1% of the company. Quoting: “Under Fred’s leadership, Stagnant lives up to its name, and in each of the ten years earns $ 1 billion on $ 10 billion of net worth, which initially comes to $ 10 per share on the 100 million shares then outstanding. If the stock constantly sells at ten times earnings per share, it will have appreciated 158% by the end of the option period. That’s because repurchases would reduce the number of shares to 38.7 million by that time, and earnings per share would thereby increase to $ 25.80. Simply by withholding earnings from owners, Fred gets very rich, making a cool $ 158 million, despite the business itself improving not at all”.

Note that in this story, Fred Futile keeps to the regulatory limit of 10% and does not use debt to repurchase the stock. Thus, long term investors, like Mr Buffett, who declined to sell their shares would achieve a compound annual return of 11.11%. This is well below the 20% achieved by Mr. Buffett but is satisfactory to less skilled investors.

Now, let me introduce a variant to the story by assuming that Mr. Buffet owns 1% of Stagnant Inc and does not fear becoming its single shareholder, the regulators drop the 10% rule and that the 10-year borrowing costs of Stagnant Inc are 5%.

What would be now the best options for Fred Futile and Mr. Buffett?

First, Fred Futile should consider how to maximize his return. This could rise to a staggering 2.2 billion if he were to increase the annual repurchases to 40% of the outstanding shares. With this rate of repurchases Stagnant Inc would end up with a single capitalist, Mr Buffett, with 1 million shares, at the end of Fred Futile term as CEO. Now, Fred Futile had three options, to receive cash and leave, to receive 1 million newly issued shares or to receive 1 million shares bought from Mr. Buffett and own the company.

Having realized that Stagnant Inc had lived up to its name, Fred Futile would certainly prefer to cash-in, but the final decision belongs to Mr. Buffett. On the contrary, Buffett’s safest option would be to sell his holding at 10 times earnings to the company (with a compound annual return of 41.8%), because Stagnant Inc would be the only sure buyer of last resort at that price. I will ignore the other two options, because they are riskier for Mr. Buffett.

However, by selling the stock back to the company, Buffett would leave the company with negative equity of 7.5 billion. And, even if Fred Futile was naïve enough to believe that he could find a buyer for his company at 10 times earnings, the value of his stock would then be only 1170 million (i.e. 47% of the cash amount) because of the substantial decrease in earnings to 231 million. So, for Fred to secure a value equivalent to the cash-in amount, the company could only offer to buy Mr Buffett’s stock at a 90% discount (i.e. at 0.9 times earnings). That is, the last capitalist would be “robbed” of his company in exchange for a paltry return of 9.8%.

Still worse, it is questionable whether creditors would allow the company to build such a large negative equity without forcing a liquidation or restructuring. Therefore, the prospects for the last capitalist might be even worse.

Now, since Mr. Buffett is a clever investor one must admit that he would never allow management to “expropriate” the capitalists in just 10 years, or even the 43.7 years needed under the current 10% repurchase limit, but is willing to accept a 5% repurchase program as currently adopted by some of his investee companies (e.g. Apple). At this repurchase rate it would take 89.8 years to eradicate the last capitalist. Is this too far away to be of concern or for capitalists to become aware of the danger? Not really.

To understand why, let us admit that the astute Mr. Buffett decides to sell its holding in Stagnant Inc to Joe Blind, MD of the Workers Retirement Fund. True to his name, Joe lives and retires careless enjoying the bonus received on the rising, but unrealized, value of the fund holdings of Stagnant Inc. The same with Fred Futile, and both leave their jobs to their children who have no reason to doubt the wisdom of their ancestors and continue their policies.

Unfortunately, within two or three generations the Workers Retirement Fund becomes the last capitalist in Stagnant Inc and Joe Blind Junior will have to face the same dilemma as Mr. Buffett in the example above.

However, the consequences are much worse. While Mr Buffett is rich enough to live with a paltry return, the retirees that are the ultimate capitalists of the Workers Retirement Fund would have to survive on that miserable return. That is, the death of the capitalists and the profit motive will condemn workers to misery.

All in all, combining buybacks with stock options is a legalized form of deferred robbery of shareholders by management. And, neither investors’ myopia nor the merits attributed to buybacks justify endangering capitalism. So, its widespread practice and growth may indeed become “the rope that will hang the last capitalist”.

An overview of finance theory under capitalism

The remarkable rise of financial markets in the first quarter of the XX century was followed by an increased interest in finance. Initially the emphasis was in security analysis, but since the 1950s its focus shifted towards portfolio theory, markets and new financial instruments such as derivatives.

Before the XX century, finance theory was mostly a branch of mathematics (actuarial calculus) dealing with the pricing of risk in fixed income securities (debt) based on the probabilities given by mortality and bankruptcy tables. Given the stable nature of such tables finance was not seen as ideological or having anything to do with the fundamental principles of capitalism.

However, following the rising issue of variable income securities (equity) by joint stock companies, finance theory become progressively the realm of accountants and lawyers dealing with the valuation of stocks on the basis of the calculation of future profits and the rights of each class of shares issued. These concerns were already at the core of the principles of capitalism (property rights and free markets), but remained largely non-ideological because of the nature of such valuations based on common sense forecasting of business profits and the growing prohibition of share manipulation. Such valuations were generally accepted as relevant to value firms.

Yet, this benign acceptance of security valuations came to an end following the 1929 stock market bubble and crash. During that period valuations were so much at odds with the corporate fundamentals that financial analysts had to look elsewhere for explanations.

The first attempt appeared in 1934 with the publication by Graham and Dodd of Security Analysis, a book that has gone through two major revisions but it is still seen today as the bible of financial analysis. The book covered many of the pitfalls of traditional financial analysis but did not cut with the tradition.

However, security analysts were not the only trying to find explanations for extreme volatility in market prices. Accountants responded by increasingly recording non-cash transactions in an attempt to find explanations and macro economists began explaining why arbitrage was not reducing such large departures from price equilibrium.

For this, both professions had to come up with new theories (not new facts) to explain past and current valuations. These theories had to draw on assumptions (subject to ideological bias) and could not be tested in a laboratorial sense.

These rival theories searched for supporters while special interest groups searched for theories that served their interest. Consequently, finance theory ceased to be a reasonably neutral instrumental tool to become a battle field of ideologies with an impact on the interpretation of the principles of capitalism, especially on the role of private property and the profit motive.

This process was fostered in the 1950s by the sudden interest in finance by macroeconomists with a tradition of competing schools of thought and doctrines.

Curiously, accordingly to Miller (1988), the Modigliani-Miller interest on the cost of capital had been awakened by listening to a paper presented by Durand (1952), the last preeminent scholar in the old finance tradition. Modigliani and Miller (1958) developed a general equilibrium model for a closed economy aimed at explaining the “determinants of aggregate economic investment”. By consolidating the accounts of the business and household services into a single balance sheet debt and securities no longer appear, thus proving the proof of their first proposition about the irrelevance of the capital structure.

This proposition had already been proved in finance theory by Durand (1952) for security valuations based on operating income rather than net income, which he did not consider a best approach to capitalization. He suggested that the businessmen’s interests were better served by the maximization of the present value of their investments rather than their profits, because the first took into account their time preference. Moreover, the cost of issuing debt or equity would have to consider the effects of increased leverage or equity dilution on investment value to assess the rate of return required on the investment to preserve shareholder’s value. That way, this required rate of return could be interpreted as an opportunity cost of capital.

Durand’s conclusion was that: “Given a method of security appraisal, the costs of raising capital can be both defined and measured. At the same time I have tried to show that there is at present no generally accepted system of appraisal; hence there can be no generally accepted system of measuring costs”.

In particular, Durand claimed that none of the two methods widely used in analyst’s valuations – capitalized net income or capitalized net operating income – was adequate or correct, when strictly interpreted. Not surprisingly, he was the first (Durand, 1958) to refute the Modigliani-Miller proposition on the grounds that it may apply to certain partnerships but not to corporations, since it neglected a fundamental principle of capitalism – limited liability. Later, Durand (1989) extended his critic to the static nature of a theory based on constant growth rates, by showing that “growth, when resulting from a premium rate of return in an imperfect market, will manifest itself in a premium stock price”.

Nevertheless, Miller and Modigliani (1961) extended their approach to the case of dividends to prove their second proposition about the irrelevance of dividends for firm valuation. Both propositions relied on pure capital markets and the possibility of creating so-called homemade leverage and dividends to create conditions for arbitrage between debt and equity that made structure irrelevant for valuation. These papers were necessarily controversial and triggered an unprecedented interest of macroeconomists in finance which extended also to econometricians and finance professionals.

This would create an new age in finance theory in academia. Given the rather complex and theoretical nature of the Modigliani-Miller approaches, it is still unclear why this happened so suddenly. Especially, since the greatest innovation with a practical use – Harry Markowitz (1952) paper on portfolio optimization - had remained forgotten for almost a decade.

It is nevertheless plausible to assume that the interest of company managers in encouraging a theory that would free them to use whatever capital structure they liked and to decide on how and when to return funds to the shareholders did not remain unnoticed. Likewise the replacement of profit by firm value maximization fade away the monitoring of their performance while justifying their growing compensation in terms of stock options .

In this new era of so-called modern finance, or new finance if we add behavioral finance, theory and practice became increasingly divorced. Contrary to tradition, practitioners began using complex academic theories to impress their marketing targets the same way salesman use super models to sell cars.

Thus modern finance theory became the realm of economists and econometricians, hiding their primeval ideological bias under a heavy use of complex modelling and econometrics.

Curiously, modern finance theory had begun in the right foot with Durand’s (1952) paper on the “Costs of Debt and Equity Funds for Business”, which questioned a proclaimed shortage of equity capital as the reason for the increased retention of earnings and borrowing.

Unfortunately, Modigliani and Miller (1958) reversed Durand’s conclusion and used the cost of capital concept to develop their model on the irrelevance of the capital structure on a firm’s value and the neutrality of dividend policy, by recurring to devices such as shareholder’s leverage and homemade dividends.

Despite the protests of Durand (1959), the Modigliani-Miller theory became fashionable among academics and was seized by managers to reclaim their long held desire to treat indifferently debt holders and stockholders. This fostered the idea (and reality) that managers select shareholders not the other way around, in order to maximize the owners value but that of an enlarged constituency ranging from employees to suppliers.

Combined with accommodating fiscal policies this “new ideology” justified an enormous rise in institutional investment and consequent facilitation of the rise of managerial capitalism. This fueled a number of potentially nefarious policies and political collusions. I address below some of these ranging from the abuse of the weighted average cost of capital to the attempts for (re-)privatization of money.

In conclusion, finance theory may not have had an impact as large as that of technology, but it was still significant. Its role has been mainly accommodating in explaining the trend for financialization and managerial capitalism. On the contrary, it has been lacking on exposing the excesses of financial deepening in finance-led capitalism. Since this is not always benign, one would expect more from financial theorists.

Are Synthetic ETFs a Time-bomb? A Risk Sharing vs. Risk Transferring Tale

Financial risk management revolves about two options - to share or to transfer risk with/to somebody else. The two approaches are legitimate but they are substantially different in terms of their ripple effects. There are three main types of ripple effects: moral hazard, compounding and systemic. The first – moral hazard – is common to both options, but the second – risk compounding – is specific to the transfer of risk. Two examples are enough to clarify the differences between sharing and transfering.

Imagine a group of friends where one comes up with the following proposition: I just met an actuary who told me that there is high probability that one of us will be dead before we reach 65. So, why don't we join in to begin paying a monthly conttribution to buy a pension to the family of whoever has the misfortune of dying earlier? This form of risk sharing is the basis of any life insurance policy and it makes sense to pay a small amount into a pool of money to get life insurance. Of course, by feeling safer the participants in the insurance pool may become more careless and in the end instead of one death the actuary will come back with an estimate of two of them dying before they are 65. This is the so-called moral hazard of people taking more risks when they feel safer.

Now imagine the same group discussing about buying a couple of stocks in the Dow Jones index and their fear that they may turn out losers. Then one of them comes up with the following suggestion: why don't we pool our money together and buy all the stocks in the index, this way even if a couple of them turns out a loser the loss will be shared by all and we still get a return close to the market return. Actually this form of risk sharing is the basis of index-tracking Exchange Traded Funds (known as ETFs); and it makes sense to pay a small fee to a professional fund manager and incur the costs intrinsic to the small deviation from the index (the so-called trailing cost) to achieve a return close to the index. Of course, the more people adhere to this form of investment the more the index becomes volatile because whenever a constituent stock loses the confidence of investors they will dump not just that stock but the entire basket of stocks in the index. This increased volatility means increased risk and it is also part of the so-called moral hazard.

Moral hazard is inherent to any form of risk sharing but its consequences can be priced in the insurance policy or the fund manager’s fee. However, the alternative based on risk transfer may compound rather than reduce the risk. We may illustrate this process through the following example.

ETFs are one the fastest growing financial products. While there were less than 100 ETF funds a few years ago, now there are more than 4000 ETFs - 1300 created in the last two years – attracting more than $1.6 trillion. Currently the ETF offering covers all asset classes enabling investors to take leveraged or unleveraged long and short positions. Most of the newly established ETFs are synthetic products that replicate the returns of an index without owning the underlying securities using instead swaps, futures and other derivative products.

To understand synthetic ETFs imagine that while discussing the traditional form of risk sharing through ETFs one of the friends comes up with the following synthetic ETF alternative: Instead of incurring trailing error costs, why don't we simply ask my bank to invest the money into an alternative portfolio, including up to 10% in derivatives, and swap its return for a return that matches the exact index return?

However, one of his friends felt skeptical about his proposition and asked: but then we would be transferring the bankruptcy risk in a predefined set of 30 different companies into a single bank and an unknown portfolio which must have a higher probability of going bust? Sorry, I do not believe it is wise to exchange the risk of a trailing cost of less than 1% for a 10% bet in your bank and unpredictable losses in the alternative portfolio. This transfer would simply compound the risk we are already taking on the index.

Guys don't worry! First, we will ask a smart fund manager to run the alternative portfolio. Second, we may hedge the two legs of the swap with a hedge fund capable of unloading the risk to a bunch of investors with deep pockets to support any losses. Third, our bank is too big to fail and would be bailed out by the government in case of trouble. So, trust me, there is no chance that the probability of my bank going bust will be near the 10% implicit in your fear about compounding the risk.

Another skeptical added: but what about the systemic risk? Since most fund managers fail to beat the market why would your bank enter into an agreement which is likely to underperform the market or lose money?

Man, as I told you, on top of a synthetic ETF we may make a lot of money creating and selling a number of layers of asset pools backed by the pool in the alternative portfolio.

Sorry, the skeptical replied: wasn’t that the rationale behind the securitization that led to the subprime crisis and the collapse of Lehman Brothers? I do not buy it, because you will end up using some of those extra profits to bribe regulators and rating agencies into increasing the swap size beyond the 10% limit and by filling the alternative portfolio with lower and lower quality assets. By shuffling around the risks the risk you will not be shared but transferred and compounded. Instead you will build a house of cards doomed to be destroyed in a systemic earthquake.

To sum up, with the synthetic ETFs, there is a real risk of transforming what was an excellent risk sharing device into toxic assets that create a serious threat to the financial system.

Is Finance Theory Responsible for the Rise in CEO-kleptocracy?

The unprecedented rise in the compensation of CEOs and other top executives in US listed companies began in the early 1980s. As documented in several studies, including that of Frydman and Saks (2007) from which we reproduce the following two charts. In the 1980s the average total compensation of the top three executives suddenly jumped from an historical multiple below 40 times the average worker compensation to a median multiple that is now close to a 120.

This trebling in relative compensation was achieved mostly by linking compensation to the stock performance during the strong bull market of the 1980s and 1990s. As shown in the next figure its contribution to total compensation now accounts for more than 50% of basic compensation (salary + performance bonus).

Since managers have little or no influence in the valuation of their companies, was their pay just a fortunate coincidence due to the exuberant valuations of the stock market during those two decades? Or, did finance theory legitimize in the eyes of the shareholders their hands in the till behavior? We can dismiss the first hypothesis by the fact that throughout the last seventy years managerial stock holdings remained always below 1% and by looking at Shiller's chart of the S&P Composite Real Price-Earnings Ratio.

Although the nine-fold rise in real valuations between 1980 and 2000 was unprecedented by historical standards we must notice that during the other two major bull periods ended in the crashes of 1929 and 1973 the median compensation multiple never exceeded 40 (despite a seven-fold valuation rise before 1929 and a four-fold rise before 1966).

Moreover, when valuations returned to their normal values after the stock market crash of 2001, executive compensation continued to rise instead of correcting downwards. For instance, in the period 2000-2005 the real value of total compensation of the three highest-paid officers in the 50th percentile almost doubled to 5.2 mllion while that of those in the 90th percentile more than doubled to 21.6 million dollars in today’s values.

So what led shareholders and the taxman to become so generous in overlooking this hands on the till behavior?

Until the 1950s the number of top executives holding share options was basically negligible. However, from 1965 to 1980 the fraction of those granted share options rose from less than 20% to more than 60% and by 2000 it had reached 100%.

Despite being traditionally indifferent to management issues, finance theory was seized by executives to demand and legitimize their new found wealth. The following is a short-list of the key developments in finance theory that played some role in this process:
1) The Modigliani and Miller theory on the neutrality of capital structures resuscitated the entity theory of the firm and provided the basis for a widespread belief that paying dividends was an inefficient way of making distributions (a view reinforced by the predatory tax regimes of the time);
2) It also created a tolerant attitude towards excessive leverage which was later used to drive buy-out strategies and risk arbitrage driven M&A transactions;
3) Modern portfolio theory, with its emphasis on diversification, promoted the wide dissemination o capital among minority institutional investors. This, in practice, left companies in the hands of their managers and investment bankers colluding on irresponsible corporate governance approaches sanctioned by ever obliging compensation consultants;
4) Financial innovation in the use of derivative instruments and the Black-Scholes formula to price stock options facilitated and ignited the recourse to dubious short-term market manipulations through earnings management and outright accounting fraud.

However, although finance theories were the facilitators of the process, what really ignited it was the replacement of previous values based on fairness and justice by the greed and no-taxes cultures promoted by the Reagan and Thatcher right wing revolutions. These were compounded by the subsequent corruptible nature of the regulated and regulatory industries brought in by subsequent left wing governments.

So, halting and reversing the hands on the till process will now require a change in political attitudes as well as a denouncement of the misuse of academic finance theories.