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Five things investors and listed companies need to know about the common ownership debate and why it matters

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Five things investors and listed companies need to know about the common ownership debate and why it matters

By Tilman Kuhn, Partner, White & Case and Cristina Caroppo, Associate, White & Case

Links between competitors based on investors’ parallel ownership of stock in them have come under the spotlight of the antitrust community. In particular, institutional investors – such as BlackRock, Vanguard or State Street – who invest into thousands of companies but hold only minority stakes that do not give them control (or “competitively significant influence” under German antitrust law), have become a focus of the recent debate. Although the empirical evidence that these shareholdings may have anti-competitive effects, and the underlying “theory of harm” is far from clear and convincing, the issue has found its way into at least the European Commission’s decisions and led to OECD meetings and FTC Hearings in the US. Therefore, it is likely here to stay, and investors and their portfolio companies (i.e., typically publicly listed companies) should take it into account when considering corporate transactions in industries with substantial common ownership.

Here are five things companies need to know about the issue.

What is the theory and where is it coming from?

In a nutshell: Critics claim that common ownership structures, i.e., where investors have parallel minority ownership in competitors, reduce competition in the industry concerned, because – allegedly – the portfolio companies’ managements will act in a way that maximises their investors’ total equity portfolio profits, rather than the individual profits of the companies they are leading. In that way, they would compete less vigorously with their rivals than without common ownership. Although it is not controversial that common ownership can harm competition – after all, a complete merger is a special case of common ownership –, many claims in the literature, merger decisions, and policy discussions, are based on an inconsistent and/or unpersuasive theory, or misapplications of well-understood theories.

In principle, the theory assumes that managers care about the returns to their owners, but because the owners typically have different common ownership interests, they have different preferences over the manager’s choices.  Therefore, the manager has to(i) know what the owners’ specific interests regarding specific competitive actions are, and (ii) decide how much weight to give each owner’s preferences in deciding what to do.

Who are the advocates of the theory and what do they argue?

The discussion is primarily based on three academic papers on the airline industry, the banking sector, and executive compensation. The airline paper, which is at the origin of the discussion, estimates an average ticket price increase of 3-7% based on common ownership in the industry.

Probably the most outspoken critic of common ownership has even argued that common shareholdings are unlawful under antitrust laws, calling it the “greatest anticompetitive threat of our time”.

On this basis, some authors have called for antitrust action, including (i) that acquisitions of minority shareholdings in “concentrated markets” should require merger control filings and review, (ii) regulatory approaches to limit common ownership either by limiting the size of the shareholding (e.g., to not more than 1%) or the number of companies institutional investors are allowed to acquire stock in, and (iii) tighter corporate governance rules for institutional investors.

However, the empirical work is neither comprehensive, nor convincing or mature enough to justify such drastic changes to well-established merger control concepts. In addition, the papers’ evidential value has been criticised heavily both regarding their empirical and theoretical foundations, due to inconsistencies in the data and counter-studies that failed at replicating the outcomes, as well as shortcomings in the applied methodology. One relatively obvious objection regarding the airline paper is that there were significant market changes during the period under review, such as 9/11 and airline insolvencies, which certainly had an impact on prices and were totally unrelated to any common ownership structure identified in the industry.

How does the issue come into play in antitrust practice?

The issue can be tackled from two angles  from a merger control perspective or under the “cartel prohibition” (prohibition of agreements or concerted practices restricting competition, e.g., Article 101 TFEU).[i] Further, under the pertinent merger regimes, it could be dealt with when (i) investors acquire minority shareholdings or when (ii) portfolio companies merge with competitors.

As regards (i), most merger control regimes do not capture minority acquisitions below the level of control or at least substantially below 25%. Even under the German concept of “competitively significant influence”, it would seem to be a stretch to consider the investor’s acquisition of stakes of less than 10% without board representation or other forms of governance positions or rights, and without controlling a portfolio company active in the same market an upstream or a downstream market, or a market closely neighboring to the target’s market, as a notifiable concentration. The US regime is an exception but provides for an “investment only” exemption in case of passive investments.[ii]

Hence, the discussion will likely primarily focus on mergers between portfolio companies, where it has two dimensions: (i) it may well be that mergers of competing companies in industries with substantial common ownership will be blocked at lower “thresholds” based on the theory that portfolio companies’ market shares alone tend to underestimate concentration in the industry, and that the remaining competitors will abstain from vigorous competition because they have common investors; (ii) where competition authorities require divestitures for merger clearance, they need to consider whether common ownership calls into question a divestiture buyer’s independence from the merging parties.

Regarding (i), there are two established types of anti-competitive effects that could arise from mergers between competitors, namely unilateral or coordinated effects. First, unilateral effects could arise from common ownership structures if management of several portfolio companies unilaterally decided to compete less vigorously with their competitors to maximize industry profit and please their common investors. Overall, this leads to reduced competition between the companies. Second, the common ownership structure could increase the incentives for tacit parallel behaviour (i.e., coordinated effects) between the competing companies due to increased market transparency.

The above-mentioned unilateral effects concerns are based on the model of “partial” or “cross-ownership, i.e., direct ownership of stock in one competitor by another. It is established that such direct ownership between competitors can potentially harm competition, due to (i) reduced incentives of the acquirer to compete with the target, (ii) the acquirer’s potential to influence the target’s strategy/conduct, and/or (iii) access to competitively sensitive information.

However, these assumptions are not per se applicable to the model of common ownership. While one may assume that each investor has a unilateral interest to maximize not only one portfolio company’s but the investor’s entire portfolio companies’ output, the theory lacks a reasonable explanation as to why the companies’ management might also have such an interest. Notably, in many cases, managers are compensated to a significant extent in stock (options) and, hence, they have at least an incentive to maximize their own company’s profit to secure and/or increase their own compensation.

The second theory, i.e., potential coordinated effects arising from common ownership, seems at first sight less far-fetched – management of competing companies could have an incentive to compete less vigorously if they can be sure that their rivals will act similarly. However, such tacit coordination between competitors is only realistic if certain key conditions are met.

In particular, the management of such companies would need to be able to identify the group of common investors that has common interests and how those interests translate into concrete action as well as be reasonably certain that their rivals also understand these interests and actions to be taken the same way. Moreover, the focal point for coordination of concrete competitive action is unclear. In any event, a common understanding between rivals would seem to require that the investors influence their portfolio companies’ management. And this assumption is what the authors believe weakens the theory of harm drastically. This is because there is no evidence that it is typically even possible for institutional investors to influence management’s competitive behaviour, and/or that investors have (parallel) incentives to do so.

As regards both factors, (institutional) investors and portfolio companies alike should take the chance to shape the current discussion. They should clarify whether and how investors’ contacts with portfolio companies involve competitive topics at all. Also, how the portfolio companies’ managers’ compensation schemes and other factors incentivise them to maximise only the profits of the company they are leading, not those of the entire industry. It seems highly doubtful that large institutional investors with stock in thousands of companies via different funds with different investment strategies actually have the capacity to engage with their portfolio companies’ management on specific competitive actions, and whether all institutional investors’ interests and incentives are aligned.

In the same vein, it is highly doubtful that investors with stock in upstream and downstream companies have the incentive to maximize profit at one level while simultaneously harming their investments in an upstream/downstream market. This is another key argument for investors to demonstrate how unrealistic the theory is in a real-world business scenario.[iii]

Is there already case-law?

While the debate is still at a very early stage, the discussion already found its way into US[iv]and EU merger control law. In particular, the European Commission picked up the issue in two recent agricultural merger decisions, i.e., Dow/DuPont and Bayer/Monsanto.

In Dow/DuPont (2017), the Commission assessed whether and how common ownership in the agrochemicals sector influenced the remaining competitors’ incentive to fill the (alleged) gap of industry innovation the merger was deemed to cause. Notably, the Commission did not find that shareholders had influenced the companies’ management; the only thing it found was “that large shareholders have a privileged access to the companies’ management and can, therefore, share their views and have the opportunity to shape the companies’ management’s incentives accordingly”. Based on this assumption, the Commission used common shareholding in the agrochemicals industry “as an element of context in the appreciation of any significant impediment to effective competition” and found that the remaining competitors would have less incentive to engage in vigorous innovation competition.[v]

In its Bayer/Monsanto decision (2018), the Commission went one step further and speculated – without finding any evidence – that “[i]n a hypothetical scenario, the 23 common shareholders of DowDuPont and Monsanto that have a total portfolio value in all firms of EUR 1,000 million or more could decide to vote in a coordinated manner in a view to maximizing the value of their portfolio in the seeds and traits, and crop protection industry.”

On the divestiture side, e.g., as regards BASF’s independence as a suitable remedy buyer, the Commission found “that the debate regarding common shareholdings is relatively recent and not yet entirely settled” and came to the conclusion that the remedy transaction would not increase the level of common ownership significantly. However, the Commission did not address the apparent inconsistency of finding issues with common ownership and the investors’ likely influence on the portfolio companies when assessing whether the main transaction impeded competition.

What will the near-term future bring?

The claims for action – i.e., increased merger regulation in “concentrated industries”[vi], regulatory approaches regarding limited investing opportunities, etc. – will not pass by without a trace and could in particular drastically decrease the benefits of passive index fund investments. It may also impede pro-competitive mergers between portfolio companies.

Especially in light of the far-reaching conclusions the Commission reached in its Dow/DuPontdecision, it will be difficult for companies to find arguments against the Commission’s critical attitude towards common ownership structures that fits the antitrust authorities’ currently prevailing perception that many markets are too concentrated and that income and wealth inequality is growing.

[i] The following will be limited to the merger control aspect.

[ii] As regards the US and its “solely for investment exception” under the Clayton Act, Elhauge requests US antitrust agencies could pursue future common ownership investments under a Clayton provision that prohibits “any stock acquisition that leads to anticompetitive impact”. However, the US focus seems to be and to remain on Section 1 of the Sherman Act and whether common ownership leads to agreements to improperly share competitively sensitive information, allocate markets, or fail to compete.

[iii]Besides the alleged investors’ influence described above, the scenario of coordination between competing companies only becomes realistic if all participants can determine whether there are “cheaters” and effectively sanction them, i.e., market transparency plays a decisive role in this theory of harm. However: it is unclear, how competing portfolio companies benefit from their common investors’ insight into their rival’s business activities if it wasn’t for the investors to ensure the companies coordinated their behaviour. This, however, would raise clear hub-and-spoke antitrust issues, and would require clear empirical evidence (which the theory still lacks).

[iv] In 2016, US investment company ValueAct entered into a settlement agreement with the US Department of Justice and paid USD 11 million to settle allegations that it (i) failed to submit a filing under the Hart-Scott-Rodino Act for its minority investments in Baker Hughes and Halliburton, and (ii) attempted to influence certain business decisions related to the Baker Hughes/Halliburton merger.

[v]Notably, the Commission came to a number of additional broad and far-reaching unqualified conclusions that will probably have an important impact on future merger decisions, e.g.: “[t]he economic literature provides empirical evidence showing that “passive” investors are active owners” and “[t]he economic literature show that firms’ incentives to increase prices increase with partial ownership of competitors.

[vi]Especially unspecific claims for measures in “concentrated industries” that lack a clear-cut checklist as to how to define such industries, lead to increased legal uncertainty for the companies’ self-assessment whether to notify an acquisition of shares.

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A practical guide to the UCITS KIIDs annual update

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A practical guide to the UCITS KIIDs annual update 1

By  Ulf Herbig at Kneip

We take a practical look at the UCITS KIID

What is a UCITS KIID and what is it used for?

The Key Investor Information Document (KIID) is a 2- or 3-page summary document detailing a fund’s charges, risk & reward profile, past performance and the overall objectives and investment policy.

What does the regulation say about the annual update?

In terms of annual updates, according to EU Regulation 583/2010, Fund Managers have 35 business days (excluding weekends) from December 31 to issue a revised version of the KIIDs including the performance of the calendar year that just ended.

The Regulation says that the documents must not only be produced but also made available to investors before the 35-business-day-delay is elapsed. This means that Fund Managers must compute the past performances for the year 2020, update the documents that are currently made public, in all applicable languages, proceed with filing to regulators and ensure that these documents are published on websites.

When is the deadline this year?

In the absence of any legal holiday in January and February, the deadline is set to 35 business days from January 1st, which leads to Friday 19 February 2021.

If there is a legal holiday between January 1st and February 19th, then the deadline can be extended accordingly to the next business day. However, we always recommend sticking to the deadline without taking any legal holiday in January or February into account.

What can be challenging with the annual update?

The annual update production cycle can be challenging in many areas:

Scope management. Overall, the scope of the annual update must be the first and foremost task to be done, early in January. The annual update must be done on all share classes for which performances for at least on full calendar year (real or simulated) can be shown. This means that share classes launched in 2020, where the Fund Manager does not want to show simulated performances, may be excluded from the scope of the annual update of 2021. The monitoring of the KIIDs for these share classes launched in 2020 shall continue its normal life but will not be affected by an update of performance as long as there is not a full calendar year of performances to be shown.

Computation of 2020 past performance. this is the main task to be done in relation to the annual update and is a mechanical computation of the net performance of the share class or the fund from 31 Dec 2019 to 31 Dec 2020, with an assumption of the dividends paid during the year being reinvested into the fund.

Consideration of inactivity periods during 2020. When the share class of the fund had one or more periods of inactivity during the year, then the following question is to be considered: Do we, as a manufacturer, show either a) no performance for 2020 in the KIID and provide a written explanation instead, or b) show the 2020 performance in the KIID and simulate the performance during the dormancy period based on a benchmark?

Material changes other than past performance to be incorporated in the KIID. Very often the annual update is also a time where other changes may be incorporated, being driven by changes in the regulation or changes triggered by a modification of the prospectus. We would tend to consider the implementation of these changes at the same time as the KIID annual update production, to make sure the filing to home and host regulators is being done once and for all.

Is this year’s annual update any different?

In terms of document production, the processing remains the same as the previous years, even though the year that just ended may have been tough for many organizations and might have impacted the net performance of the funds.

Should you already start to think about the move from KIID to KID?

As of today, the grandfathering for Asset Managers allowing them to produce and issue a UCITS KIID in lieu of a PRIIPs KID will come to an end on Dec 31, 2021. This means that this year should be the last year of having to handle an annual update of the KIIDs and that a PRIIPs KID will have to be produced from Jan 1, 2022. Therefore, the time to start thinking about the move to the PRIIPs is now.

However, there is currently no approved regulatory technical standards (RTS) available at the level of European Supervisory Authorities, which means that product manufacturers do not have any guidelines as to how to produce the PRIIPs KIDs by Jan 1, 2022. We expect to have draft RTS issued by the ESAs by end of January, with a final version to be ratified by the EU Commission one of two months later, as the earliest.

This means that the implementation timeframe, if the deadline is maintained, will be very limited and will put significant pressure on product manufacturers to get this implementation over the line within deadline.

There is also a possibility that a further extension of the grandfathering period is granted, which would extend the use of the UCITS KIID for a longer period. This, if applied, would be a welcomed relief for market participants in the fund managers who are already under huge regulatory pressure.

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How to Take Control of Retirement Planning in 2021 and Beyond

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How to Take Control of Retirement Planning in 2021 and Beyond 2

What does your dream retirement look like? What kind of lifestyle do you imagine? Maybe you’re planning to travel more, or perhaps you’re thinking of going back to school. Maybe that passion for photography could become a new business, or perhaps you’re simply looking forward to taking a break and enjoy spending more precious time with those you love.

Whether retirement will see you bungee jumping in South Africa, or trampoline jumping with the grandkids, Steve Pennington, Head of Wealth Planning at Private and Commercial Bank Arbuthnot Latham discusses how planning your retirement now will help bring those dreams the chance of becoming reality.

There are so many “what if’s” and unknowns to take into consideration that retirement planning can feel daunting.  What kind of retirement lifestyle can you actually expect? What if I want to (or need) retire early? What if I or my partner needs care in older age? What if my children or grandchildren need financial support? What if I want to buy a Jaguar E Type? What if my investments fall?

2020 has only added to these concerns, so what can you do to feel more in control?

Understanding what you want to achieve is the first step. Is the key goal to maintain your lifestyle in retirement, or do you have different priorities? By looking at your cash flow today and modelling a range of anticipated cash flow scenarios in retirement, you can immediately visualise your future financial position. Through building in key personal milestones such as a change in lifestyle, travel, downsizing, buying that car, or selling a business, you can build a clearer of picture of what you’ll need and when.

More than 10 years until retirement

Look at your current later life provisions. How do you intend to use your non pension assets in retirement? How and when do you actually intend to use your pensions? Are you planning to stop working before you’re eligible to access your formal pensions? Do you have a personal or company pension? If you’ve worked for a number of companies, you may have several. Have you considered consolidating your pension arrangements? Have you checked how your retirement funds are performing, and if your circumstances and ambitions have changed since you last reviewed them?

If you are earning more than you spend, it’s also worth thinking about what you’re doing with your excess income. Inflation erodes the value of savings over time, meaning your purchasing power in the future is reduced. Of course, everyone needs cash reserves, but could you invest more now, using tax advantages, so that your retirement ambition has a more certain outcome?

Less than 10 years until retirement

If you’re approaching retirement, you probably already have a rough idea of your retirement plan. It’s also likely that you’ve experienced some investment turmoil over the years which may have caused unease and uncertainty. When you have financial plans in place it can be tempting to just stick with your current investment arrangements, whether they are performing or not, or perhaps you have been thinking about making some changes but need guidance and advice. Professional advice at this time can help you feel in control of your finances and your future.

If you’re feeling unsure about the state of your investments, or how your finances are arranged, it’s important to find an adviser who can review your circumstances and discuss suitable options in order to address your objectives. As you near retirement, it’s even more important to review your appetite for risk, capacity for loss and complete a financial health check to assess whether you are on track.  Often Investors are happier to take fewer risks as retirement approaches, but this is not always the best course of action. Consider that pensions may need to provide you with income for the rest of your life.

Already retired

If you’re already retired, you’ll already be using your assets to fund your lifestyle. It’s certainly worth reviewing how you are using your assets to provide income. At this stage of life, many people’s financial goals change from investing for growth to investing for income. However, as people live longer, retirement is often broken into different stages, allowing you more control over how you structure your finances and access your wealth at a future date to deliver different benefits at different times.

To find out if your retirement dream is achievable take this short quiz here:  https://www.arbuthnotlatham.co.uk/insights/retirement-quiz

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Not company earnings, not data but vaccines now steering investor sentiment

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Not company earnings, not data but vaccines now steering investor sentiment 3

By Marc Jones and Dhara Ranasinghe

LONDON (Reuters) – Forget economic data releases and corporate trading statements — vaccine rollout progress is what fund managers and analysts are watching to gauge which markets may recover quickest from the COVID-19 devastation and to guide their investment decisions.

Consensus is for world economic growth to rebound this year above 5%, while Refinitiv I/B/E/S forecasts that 2021 earnings will expand 38% and 21% in Europe and the United States respectively.

Yet those projections and investment themes hinge almost entirely on how quickly inoculation campaigns progress; new COVID-19 strains and fresh lockdown extensions make official data releases and company profit-loss statements hopelessly out of date for anyone who uses them to guide investment decisions.

“The vaccine race remains the major wild card here. It will shape the outlook and perceptions of global growth leadership in 2021,” said Mark McCormick, head of currency strategy at TD Securities.

“While vaccines could reinforce a more synchronized recovery in the second half (2021), the early numbers reinforce the shifting fundamental between the United States, euro zone and others.”

The question is which country will be first to vaccinate 60%-70% of its population — the threshold generally seen as conferring herd immunity, where factories, bars and hotels can safely reopen. Delays could necessitate more stimulus from governments and central banks.

Patchy vaccine progress has forced some to push back initial estimates of when herd immunity could be reached. Deutsche Bank says late autumn is now more realistic than summer, though it expects the northern hemisphere spring to be a turning point, with 20%-25% of people vaccinated and restrictions slowly being lifted.

But race winners are already becoming evident, above all Israel, where a speedy immunisation campaign has brought a torrent of investment into its markets and pushed the shekel to quarter-century highs.

(Graphic: Vaccinations per 100 people by country, https://fingfx.thomsonreuters.com/gfx/mkt/azgvolalapd/Pasted%20image%201611247476583.png)

SHOT IN THE ARM

Others such as South Africa and Brazil, slower to get off the ground, have been punished by markets.

Britain’s pound meanwhile is at eight-month highs versus the euro which analysts attribute partly to better vaccination prospects; about 5 million people have had their first shot with numbers doubling in the past week.

Shamik Dhar, chief economist at BNY Mellon Investment Management expects double-digit GDP bouncebacks in Britain and the United States but noted sluggish euro zone progress.

“It is harder in the euro zone, the outlook is a bit more cloudy there as it looks like it will take longer to get herd immunity (due to slower vaccine programmes),” he added.

The euro bloc currently lags the likes of Britain and Israel in terms of per capita coverage, leading Germany to extend a hard lockdown until Feb. 14, while France and Netherlands are moving to impose night-time curfews.

Jack Allen-Reynolds, senior European economist at Capital Economics, said the slow vaccine progress and lockdowns had led him to revise down his euro zone 2021 GDP forecasts by a whole percentage point to 4%.

“We assume GDP gets back to pre-pandemic levels around 2022…the general story is that we think the euro zone will recover more slowly than US and UK.”

The United States, which started vaccinating its population last month, is also ahead of most other major economies with its vaccination rollout running at a rate of about 5 per 100.

Deutsche said at current rates 70 million Americans would have been immunised around April, the threshold for protecting the most vulnerable.

Some such as Eric Baurmeister, head of emerging markets fixed income at Morgan Stanley Investment Management, highlight risks to the vaccine trade, noting that markets appear to have more or less priced normality being restored, leaving room for disappointment.

Broadly though the view is that eventually consumers will channel pent-up savings into travel, shopping and entertainment, against a backdrop of abundant stimulus. In the meantime, investors are just trying to capture market moves when lockdowns are eased, said Hans Peterson global head of asset allocation at SEB Investment Management.

“All (market) moves depend now on the lower pace of infections,” Peterson said. “If that reverts, we have to go back to investing in the FAANGS (U.S. tech stocks) for good or for bad.”

(GRAPHIC: Renewed surge in COVID-19 across Europe – https://fingfx.thomsonreuters.com/gfx/mkt/xegvbejqwpq/COVID2101.PNG)

(Reporting by Dhara Ranasinghe and Marc Jones; Additional reporting by Karin Strohecker; Writing by Sujata Rao; Editing by Hugh Lawson)

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