The Future of Capitalism (and Commission Sharing Arrangements)

Two weeks ago I attended an all day session, “The Future of Capitalism,” put together by the the World Economic Forum (WEF) and The Forum of Young Global Leaders, with a big attendance by and assist from the World Policy Institute. While this session was under Chatham House Rules so I can’t go into great detail, it is safe to say that the general thrust of a series of wide-ranging discussions was that, in its current form, Capitalism has yet to prove it can function in a sustainable manner on a planet approaching a population of 9 billion.  There was much discussion of what could or should happen–some naive, but most quite pragmatic with some actionable steps. My favorite actionable step  was to require that CEOs, in addition to preparing their annual report to shareholders, should prepare an annual report to their children and grandchildren, describing what they do and don’t do and why, in clear understandable language relevant to these inheritors of what one would hope to be a sustainable planet.

More recently I attended a meeting where some activities in the financial world were described that may have more immediate negative impact on the Future of Capitalism. This is where Commission Sharing Arrangements (CSAs) have relevance.  A CSA is an arrangement in the investment community whereby an institutional investor does a security transaction with a broker and directs that a portion of the commission on the trade be paid out to a third party.  The third party is typically a smaller specialized firm that has provided research services to the institution. The institution has chosen to do the trade with a particular broker, usually one of the ten largest  broad-based broker-dealers (BDs), because of the belief that the BD will provide better execution at a lower commission than if the trade were done with a smaller firm. The larger BD typically has broader reach and visibility to get a larger trade done, including use of electronic trading systems developed by the BD or more accessible to the BD. In addition, the larger BD is more likely to be willing and able to commit capital to complete a trade in the event that the market place doesn’t. CSAs, a variation on soft dollar payments, that now is used with smaller BDs,  have come into vogue over the last several years, with help from the larger BDs, and already account for upwards of 30% of all commission dollars generated by institutional investors.

The above is a long explanation of what may appear to be a minor thing happening to Capitalism, in contrast to the grand ideas that came out of a WEF meeting. In my view it is not minor and has significant unintended consequences. Historically, smaller BDs have been an important part of the capital allocation and capital raising functions of the financial markets. They have provided research on smaller companies, been a part of price discovery in the marketplace through their trading desks and provided investment banking services including IPOs and secondary offerings for these companies that typically could not command the attention of the larger BDs. As institutions have elected to pay for the research by check vs trades, the ability of the smaller BDs to service these small companies as investment bankers has become problematic.  As trading becomes more concentrated among the big guys the economics are forcing many of these companies out of the trading and capital raising function and lessening their ability to hire and retain high quality professionals. The larger BDs do not step into the breach to service smaller private and public companies because the economics just don’t justify it. Thus, the capital markets business becomes more concentrated among a smaller number of bigger players. In a way, it is Capitalism at work within the financial services industry where unfettered Capitalism leads to concentration into fewer entities and, ultimately, monopoly positions.

Unfortunately, it doesn’t stop there. Concentration in the capital markets affects the role of Capitalism in the broader non-financial world as well. The less apparent outcome of this concentration, is a stunting of the capital-raising function for private companies leading to more limited access to the public markets. It produces an approach by early-stage investors of less reliance on the public markets providing liquidity and more focus on the direct sale of a company. I see that working its way into the investment decision process by venture capitalists and others, and the subsequent strategic process around the growth of a small company. If the expected exit or liquidity event for the investor is a sale, that becomes a big part of the way capital is allocated to “grow” the company. It also appears to shorten expected time frames from start-up to potential liquidity. And, it leads to the creation of products as opposed to companies, with an eye on where the product would fit into the business of potential corporate buyers. It changes the nature of the skill sets at the investment banking firms from understanding and supporting functioning capital markets to advisory merger and acquisition talent. Finally, it has the insidious effect of leading to concentration and lack of innovation in the corporate world as well. A large company can survey the universe of start-ups and smaller companies and snap them up before they become a threat or to fill a gap in their skill sets or product offerings. It is no longer a “make or buy” decison. It is just a “buy” decision.  With lower odds of a smaller company ultimately getting liquidity and raising capital through the public markets, the focus internally becomes one of positioning the company for a sale to one of the behemoths in its industry. Once the acquisition takes place, I have seen, in many instances, the innovation pace slowing or in many cases just disappearing. In some instances it can actually add to the portfolio of products offered by the larger entity, but not always. Ultimately, concentration increases, stifling growth and innovation, and creating less-free markets. It then takes big government to “regulate” these entities to prevent the ultimate outcome of true capitalism–a monopoly position.

So we end up with big financial firms, big corporations and big government—most likely all too big to fail or change, but more dependent on each other for their raison d’etre and most likely less responsive to leaving a better world for their children and grandchildren.  It’s not a pretty picture. It’s not all because of Commission Sharing Arrangements, but the pace at which concentration is happening is accelerated by this small change in the way business is being done in the financial sector.

I was actually encouraged by the discussions at the WEF meeting and walked away with some hope that the upcoming generation of Young Global Leaders might actually find ways to get this right. But, the small changes which have big implications and are taking effect daily will make their job tougher.

In Praise of Sheryl Sandberg (and all women)

While working out in a gym in Abu Dhabi, of all places, I watched Soledad O’Brien’s CNN interview with Sheryl Sandberg re “Lean In: Women, Work and the Will to Lead.” It was a reinforcing interview between two intelligent and focused women with a great supporting cast. It is worth watching as an adjunct to the book. Everyone should, of course, read the book–I mean EVERYONE.

My read of the primary focus of the book is an exhortation for professional women to look in the mirror with a new eye and seek leadership opportunities and not convince themselves (or allow others to do so) that they can’t or shouldn’t. There is an occasional recognition that there are many other women throughout the workforce who don’t get a fair shake. It is also an honest personal appraisal of Sandberg’s career to date, the mistakes she has made and the lessons she has learned. It is a management primer for women–and men–that specifically deals with the prejudices we all bring to our interactions with the other sex (notice I didn’t say “opposite”). It has application to interactions with anyone, since we are all different products of nature and nurture. The facts and data–read the appendix!–that document reasons for the gender gap, as well as the anecdotes throughout the book provide support for Sandberg’s conclusion that things won’t really have changed “until half our institutions are run by women and half our homes are run by men.” They certainly won’t change for the women further down the pyramid until that happens. She often says that men have to do their part to produce this change but she really puts the onus on the women. It is an important message.

In my mind, though, there is a bigger message in the book and an unstated opportunity for companies who get it now–and some have–to set themselves up to take advantage of “gender arbitrage.” This is not the classic definition of gender arbitrage, which is hiring smart women for less, but the “gender arbitrage” that was defined back in the late ’80’s when we took the Lehman Research effort from 15th to 1st in the rankings in three years. Boris Groysberg and Ashish Nanda, who did much of the work creating a series of Harvard Business School cases about what happened there, pointed out that we had more women and more successful women in the department–statistically off the charts–than any other firm in the business. Somehow, we created an environment where the best women on Wall Street were attracted to the firm and thrived and new female  analysts became successful quickly. It got defined as gender arbitrage after the cases were written. We also had many very successful men. It was a hard-working but supportive place to work. It was really IQ/Acumen/Attitude arbitrage. The women were not paid less than the men and in many cases made more, tied to their success as analysts and, ultimately, managers. There were many little and some big things we did that helped produce the success. I would suggest that you go to the HBS Publications website and spring for a copy of the Jack Rivkin Lehman A case if you really want to get into the nuances. Boris is now teaching a course at HBS, “How Star Women Succeed,” and the case is a part of it.  Why the environment initially existed is hard to explain. It started with just wanting to create something special that had nothing to do with gender–just capabilities and a big “no-jerk” policy.  There was one thing, though, that made a difference. From the very beginning there were many people involved in the interviewing processes, but our lead interviewers were two of our first outside hires–two very capable women. An interesting thing happened as a result. Here were two people who were clearly part of the decision-making process and were serious about talent and attitude. Other women they interviewed were attracted by their attitudes, their openness, their empathy and the clear understanding that they were decision-makers. Interestingly, the men they interviewed knew that they were a big part of deciding whether the men would be hired and that they (the men) might end up working for them (the women). Some men just opted out because of that, which was fine with us. The ones who didn’t, understood how the organization was going to work, recognized the talent and the opportunity and clearly didn’t have a problem with the working relationships. In fact they saw the working relationships as a big plus. It all fed on itself and created a supportive environment where the gender balance really worked for us. We didn’t just have a good gender balance. We got the absolute best where there were no impediments and much support in the work place and in their lives in general–for both the women and the men of like minds.

I don’t think organizational success has to wait until talented women lean in and work their way up the jungle gym to the top. If the organization truly creates the environment that doesn’t tolerate the jerks and provides continual support for both the women and men making decisions about their lives, they will end up with teams that really work. And the best managerial talent, which should be equally balanced among the sexes, will rise through the ranks. Who knows if the real organizational structure, if this truly happens, will have “ranks” as opposed to something more like the jungle gyms Sandberg refers to. Sandberg points out that “Research already suggests that companies with more women in leadership roles have better work life policies, smaller gender gaps in executive compensation, and more women in mid-level management.” I would submit that there are companies with all or some of the above because they started down this path many years ago. We need many more. What a waste of having impediments that prevent the best to rise. It is important to read Sandberg’s book, though. If male and female employees  and executives cannot empathize and learn from her story, the gender arbitrage, as I define it, won’t happen. There is more to say on this subject, but everyone please read the book, and then we’ll talk.