Introduction Chapter 1
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Notes Introduction 1 This followed on from the Financial Services Authority discussion paper November 2006, which highlighted the risks of growing debt levels (FSA 2006). See conclusion. 2 It cannot for example override common and statute law regarding fraud and does not exempt the fund from investment law, competition law etc. Chapter 1 1 The term tendency is used here within the broad ‘realist’ tradition of social theory. Any given identifiable social entity has causal powers based on its constitution and relations. The operation of those causal powers creates further potentials that may be realised, given circumstances that are conducive, including the inter- action with other social entities. What exactly a social entity is raises the further issue of agency and structure and various problems of structural determinism dichotomised with methodological individualism. The minutiae of social theory debate on these issues are not strictly relevant here, however. See Harre and Madden (1975), Sayer (1982), Pinkstone (2007). 2 The very first, however, appeared in the early 1960s. I am indebted to Fenn, Liang and Prowse’s (1995) extensive study for the Federal Reserve as a main initial source for the early part of this section. The studies bibliography was also particularly useful in tracking down relevant material by various scholars in organisation and finance (Jensen, Kaplan etc.) who took an early interest in the phenomenon. An extended version of the Fenn et al. original study is available in Financial Markets, Institutions and Instruments 6 (4) 1997: 1–106. Gompers and Lerner (2000: 285; 1998: 151–2) also note the creation of the firm American Research and Develop- ment (ARD) in 1946 (See also Cohen 2007: 15). 3 In terms of the role of wealthy families, the change worked in both directions. The Rockefeller family had made venture capital investments in McDonnell Douglas and in eastern Airlines in the 1930s and during the 1960s transformed its ad hoc interests in venture capital into a formal organisation Venrock that then pro- vided early stage financing for Intel and Apple in the 1970s and 1980s. (Barnes and Gertler 1999: 276. Rind 1981: 170 and 172) Ferenbach in Jones et al. 2006: 17, notes from his own personal experience as one of the earliest fund raisers that this institutionalisation of capital expanded further from 1980. 4 The launch of Sputnik in 1957, for example, helped to spur a whole range of new investment initiatives such as the National Defence Education Act of 1958. The Act helped increase investment across higher education institutions. 5 In a 3:1 or 4:1 ratio to their capitalisation. See Gupta 2000: 7 and 126. 6 ‘Small’ is defined by the net worth of the company (less than $6 million in the late 1970s, for example), its after tax profits (under $2 million) and by employment levels (adjusted by industry) (Rind 1981: 172). 7 In terms of the investment banks the justification of spinouts of PEF have varied over time – one key issue has become conflict of interest between advisory and underwriting functions and competing as a private equity firm. 244 Notes 245 8 Heizer was unusual both in scale ($80 million – around half the total for all venture capital that year) and in number of investors (35). 9 For the range of terminology – particularly that relating to LBO participants, see Jensen 1989b and 1989c and Jensen in Jones et al. 2006: 12. 10 Hedge funds also developed in terms of these laws (Connor and Woo 2003: 5; Lhabitant 2002). 11 For a different taxonomy based on informal-formal forms of PEF see Fenn, Liang and Prowse 1995: 2–3. 12 They have also consistently remained an incentive for individuals to set up part- nerships. Cleveland Christopher, for example who had worked intermittently at the SBIC FNCB Capital Corporation (later Citicorp Venture Capital Corporation) since 1971 engineered the spinout of Equico from Equitable in 1990 and recalls: ‘Our long term strategy had four components. Step one was to acquire control of Equico and transform it into a mini merchant bank with entrepreneurial spirit that we had total control of and a significant stake in. Step two, once we had Equico was to gain the flexibility to operate outside the regulatory morass of the federal government, or the SBA, because it was too difficult to work within those strictures. Step three was to amass a sizeable pool of capital… The fourth part of the strategy was to gain the capacity to sponsor transactions, taking controlled positions – something we couldn’t do under SBIC regulations.’ (Gupta 2000: 55). 13 From a high of around 700 SBICs fell to 276 in 1977 (Fenn, Liang and Prowse 1995: 5). As of January 2008 there were 320 SBICs forecast to provide around $100 million in financing in 2008, supplemented by $39 million in debentures offered by the SBA. (Staff Reporter 2008) 14 As Rind (1981: 175) reports only 7% of such venture capital rated itself as partic- ularly successful in a 1978 survey. 15 Gumpert (1979: 178 and 182) reports based on the trade journal Venture Capital figures that in 1978 venture capital invested $500 million compared with $400 million in 1977 and $300 million in 1976, whilst new committed investment capital amounted to around $500 million in 1978 compared to $20 million in 1977. 16 As Gumpert (1979: 178) notes, the SBICs, funds and various ad hoc venture group- ings that had begun to operate through the 1960s faced a new environment: ‘Painful changes resulted. Possibly as many as on third of the venture capital firms in existence at the end of the 1960s failed to survive the first half of this decade. Most of those that did became particularly unadventuresome. Some turned totally inward to concentrate all their energy and available funds on existing investments. Others swore off start-up and early stage investments and instead put their money into safer situations such as relatively large and well-established, profitable companies, sometimes even buying stock on public markets.’ 17 Also problematic were: 1. the 1933 Securities Act SEC Regulation A allowed a simplified registration procedure for new equity offerings but at a low ceiling of 1 $ /2 million. 2: The SEC Rule 144 limitation on the amount of unregistered stock private investors could sell in public markets to 1% of its capitalisation in a six month period. This slowed the process of a fund divesting itself of assets from investments that it has already IPO’d. See Gumpert (1979: 184) The Nasdaq was opened Feb- ruary 8th 1971 with an index initially set to 100. It provided information on buy and sell prices of 2,400 over the counter (OTC) stocks i.e. unlisted on the main exchanges. Previously information on buy and sell prices for OTCs were only avail- able form the trading desks of dealers or brokers who issued or retailed them – the Nasdaq assimilated information from 500 trading desks using a new computer 246 Notes system. This made it much easier to trade in OTC issues and thus increased the liquidity of this market. As OTC, the Nasdaq was initially dominated by small and new firms but would ultimately become an alternative exchange as some of the successful hi-tech firms who started there chose to remain rather than shift to the NYSE. (Siegel 2002: 50) 18 The Act was revised 1976, 1985 and 2001 with no material change in this crit- erion. The 2001 Act is available: http://www.law.upenn.edu/bll/archives/ulc/ulpa/ final2001.htm. See also Gompers and Lerner 1998: 152. 19 The Standard & Poor’s grading, for example, runs in order of increasing default risk from AAA (premium investment grade), AA (high) A (upper), BBB (medium), BB (lower), B (speculative), CCC-CC (poor), C (highly speculative), D (lowest grade). For the role of rating agencies in the 1980s see Mishkin 1992: 136). 20 As Jensen (1989b: 36) notes investment banks also initially faced restrictions on their activities in public equity markets that would ultimately make PEF attrac- tive. In the wake of the Wall St Crash, the 1934 SEC Act imposed a profit return condition on ‘insiders’ (those with more than 10% stake or serving as directors of boards) for holdings of less than six months. This and the conditions of the 1940 Investment Companies Act tended to reduce the role of the banks as active investors – agents with significant long term commitment and monitoring/inter- vention functions in corporations. 21 Capital gains tax was further reduced to 20% in 1981. See, Gumpert, 1979: 182–4; Rind 1981: 171; Fenn, Liang and Prowse 1995: 10–11. Note: the point here is that lower CGT is a commonly cited reason for the growth of PEF. No claim is being made about the efficiency, distributional or moral aspects of taxation at this stage. Historically speaking however, the 1981 tax reduction was part of Reagan’s broader emphasis on lower taxes creating higher tax revenues (via an incentive for higher productivity and more hours worked) and resulting in reduced federal deficits – the Laffer hypothesis as part of Supply-Side economics (colloquially referred to as ‘Voodoo Economics’ and now widely discredited based on its historical record). 22 Department of Labour Interpretive Bulletin 44, Federal regulation 37225, 1979. 23 ERISA may also be seen as part of the long term expansion of institutional share holding from the 1960s onwards. Along with ERISA, there were various attempts from the 1970s to promote retirement savings related to share investment, includ- ing the introduction of tax relief on Individual Retirement Accounts in 1978. 24 Fenn, Liang and Prowse 1995: 11. Gumpert (1979: 182–4) also notes that in 1978 SEC Rule 144 was amended to allow 1% of a companies capitalisation to be sold every three months; and the ceiling regarding SEC Regulation A was raised to $2 million.