The Directors Letter
Corporate Governance News Since 2006

Written by Executives, Read by Executives

November 11, 2023





Headlines:   


  • Another Look, China’s Economy
  • South America, Do Not Ignore
  • Google and Meta Lawsuits
  • The SEC and Hacking
  • Video Repeat: Middle East Security



From the Publisher: “Corporate Middle East Response”  We do not poll our viewers and readers to track responses and opinions to our commentaries. However, we do reach out to the individuals most engaged with our activities. Our suggestions regarding your company’s position on the Middle East Crisis being one of corporate neutrality seems to be well supported. That said, your company should absolutely describe it as a tragic humanitarian crisis, while hoping that safe passage out of the war zone will be provided. A corporate contribution to a neutral nonprofit was also supported as appropriate action.


Reassessing Doing Business in China   It is safe to assume that the economy of China is slowing down. Data from Beijing may well be inflated on the upside and minimized on the downside, but it still shows a trend, which is unattractive to investors of all types. We follow the data, but we also do something clearly unscientific. We read related articles from various sources, some political, some business, and some self-serving and dramatic. A single data point won’t always be 100% accurate but can be useful if it is consistent. Obviously, quality sources are rated higher than others.


The noise from China, economic and political is not positive. To be specific, the Wall Street Journal discussed that corporations, many of them American, are pulling billions out of China essentially all their profits. We presume both past and current.


This action has pushed direct third quarter foreign investment in China into the red for the first time in a quarter of a century. Looking at this another way, foreign firms pulled more than $160 billion in total earnings from China during 6 consecutive quarters through the end of September. In comparison, in 2021 firms reinvested a net of $170 billion in China rather than transfer it abroad.

 Obviously, this outflow of cash has an impact on China’s banking system and sends a negative message to their stock market. At the same time, their labor force is in transition with a significant component reaching retirement age and younger workers unable to find satisfactory employment.


Ed Note: The reasons are many and diverse, but certainly well worthwhile discussing. Interest rates in the West are higher while China has been cutting theirs. By China’s own admission, the country is overbuilt from a residential real estate perspective. Much of that construction was financed by regional banking institutions. They are, in turn guaranteed by Beijing. Consumer spending especially by wealthier individuals has slowed down.


Macro issues have also played a significant role. During the pandemic, many global companies adjusted their supply chains and exposure to Chinese vendors and moved elsewhere. The government under Pres. Xi has tightened its oversight of foreign firms currently operating in China along with those considering investment. In some cases, this is based on the broadening of its anti-spying laws that could restrict basic corporate activities. Recent investigations and intrusions on Bain and The Mintz Group would be examples. The potential conflict between China and Taiwan is an ongoing negative factor. All these factors increase the China risk plan of any global company. Combined with often attractive alternatives, the result is reducing investment and reducing risk in China. At the board and senior executive level, a broad spectrum of data and information must be followed, analyzed, and factored into your global business plans. China remains the world’s second-largest economy, and one not to be ignored.


South of the Border    Most of us, for a variety of reasons, do not closely follow the economies of South American countries. The larger countries, such as Argentina, cannot be ignored because of the size of its population and its economy. Argentina is currently facing an economic crisis with the cost of certain consumer products accelerating at double-digit inflation. At the same time, many companies in Argentina cannot import supplies because of dollar shortages. For example, General Motors suspended production for 3 weeks in October. Restrictions on the purchase of gasoline is commonplace and related inflation is expected to reach 200% by year’s end. Certain interest rates are approaching 130%. Argentina owes $44 billion to the International Monetary Fund. The government is expanding the printing of money and borrowing billions from China. Both are unattractive courses of action. Presidential elections will be decided in early December. One candidate is the economic minister, Sergio Massa of the ruling Peronist coalition. He is challenged by Javier Milei, a libertarian outsider.


Ed Note: This situation is not to be ignored basically because it is a large South American country. It is a significant agricultural exporter along with being a supplier of lithium and natural gas. Not surprisingly, China has been a significant lender which may not continue at the same level, but China will undoubtedly have appropriate collateral. A look at your company’s South American exposure may be timely and appropriate.


You Should Know   In Bangladesh, factory owners are being pressured by their garment workers to increase wages. Currently, these workers are some of the lowest paid in the world. Although working conditions, because of some international oversights, have improved relative to safety, wages have not. Bangladesh is a significant supplier/manufacturer of low-end clothing to a multitude of global retailers. From a macroeconomic standpoint, Bangladesh represents the consumer mentality: “I care about foreign working conditions, but I certainly do not want to pay more for my wardrobe.”

 

TicTok copies Amazon   The highly popular viral video sharing platform, which is Chinese owned, has decided to capitalize on its huge streaming audience. The plan is to compete directly with Amazon in online retail known as social commerce. TicTok intends to set up a network of warehouses and fulfillment operations managing inventory and delivery from numerous independent merchants selling to TicTok’s followers. Amazon does this, but also utilizes third-party sellers to handle their own fulfillment. Target and Walmart have related e-commerce sites. TikTok’s ownership by the Chinese may present some US national security issues.


Bloomberg reported that debt held by those younger than 50 years old as a share of all US consumer borrowing increased by the most on record in the third quarter according to the Federal Reserve. Consumers under the age of 50 now hold 55% of all US household debt. That is compared with almost 48% in the second quarter, a 7-percentage point surge. The change appears to have been largely driven by mortgage, credit card, and student loan balances. The most indebted households are those between the ages of 40 and 50, while those in their thirties and those in their fifties hold roughly equal amounts of debt.





 REPEAT

      "Your Middle East Security"



Dan Daly shares the opinions of numerous board members and CEOs recommending a company's position on the current Middle East crisis.

 


Click image to view video



Key Takeaways:



  • Political Neutrality, Humanitarian Concern
  • Financial Support to Humanitarian Organizations
  • Why This Crisis Is Different
  • Targets: Global Workforce and Facilities
  • Defining Risks to Your Company




Click Here to Listen to the Podcast 


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Google and the Courts   Google has certainly seen its share of litigation both in the EU and US. The general focus is antitrust. In the EU, the battle is ongoing relative how Google utilizes its monopoly in the search engine business to the detriment of competitors and eventually the consumer. In the US, Google is being sued by Epic Games. This suit is more complex focusing on fees and royalties paid to other products and developers running android software. Because of this, the charges are that Google’s Play Store is allegedly driving up prices for consumers and developers.


Ed Note: In the latter case, Epic has his work cut out for it based on previous cases that it has lost and related legal decisions against Apple., That said, a jury (think consumers) will decide this case rather than a judge. Few of us can deny the power of Apple and Google as it relates to their role in impacting the confusion or simplicity in our lives. If your company is in the consumer product business with any electronic or Internet tie ins. Stay tuned.


Related:  Meta, for you dinosaurs “Facebook” has put forth proposals to the EU that would comply with some of the continent’s regulations regarding consumer privacy. The plan will temporarily suspend showing ads to all users under the age of 18 in the EU. Users over 18 will be offered a choice. Agree to let the company use their digital activity to target ads or pay a monthly subscription fee to keep using Facebook and Instagram without ads.


Ed Note:  Reflect on this action for a moment. For certain Internet products, we originally thought that using them was free of charge. Then the intrusion of advertisers became omnipresent, first a distraction and then a significant irritation. Meta’s action was not completely unreasonable because the relevant Internet infrastructure costs money to install and maintain. Perhaps, it was the magnitude/frequency of advertising that got people’s attention. This could be thought of as an Internet usage cost. Did Meta and other tech giants get greedy seeking profits way beyond their related costs or were we the consumer naïve?


The concept of what is fair, and the role of regulation, is an interesting point of discussion. All of us should reflect on this because the discussion is far from over. If your company is in any way impacted directly or indirectly, keep up to date because the big boys owe nothing to you and will gladly make their deal and leave you behind. “Throw you under the bus” is the current axiom though it is a trifle violent.

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The Hack at SolarWinds    This is a case or a company with which you may not be familiar. Keeping it simple. The SEC is suing SolarWinds related to a hack by Russian hackers over 3 years ago. The suit alleges that the firm defrauded shareholders by repeatedly misleading them about its cyber vulnerabilities and the ability of attackers to penetrate its systems. SolarWinds is a sophisticated supplier of data services, which include client services such as cybersecurity, monitoring, data center consolidation, cloud computing, and compliance.


Their products are multifaceted and complex. In this SEC case, 9 federal agencies used SolarWinds software, and were put at risk by its actions and the length of time the intrusion went undiscovered, for approximately one year.


Ed Note:  The legal action is interesting because it deals with the ongoing authority of the SEC relative to regulating cybersecurity in public companies. Also, it defines or redefines more clearly, from the SEC’s perspective, the obligation of the company that has been hacked to take appropriate action and notify its clients, relevant regulators, and stakeholders. This is not an uncomplicated legal action and certainly one with evolving and broad corporate impact.


Real Estate, Quick Looks


Global: The list of large troubled Chinese real estate developers continues to grow. First there was “Country Garden,” that was followed by “China Evergrande, and the latest name on the list is “China Vanke.” These major developers and their smaller peers in many cases have government backing, but is it endless?


In the US: 


Private equity giant TPG has started buying single-family homes in Florida in vacation markets. They intend to rent them out nightly as an alternative to hotels and short-term rentals such as Airbnb.“ Let the parties began!”


Converting office buildings to housing. Sounds like a great idea, but it is demanding to undertake. Project financing remains a challenge as does the current market cost of rentals. Empty older buildings are easy to convert, but remodeling electrical, plumbing, and HVAC systems can be costly. Supporting columns can be in the wrong places as can elevators along with an absence of windows. Public financing may be the answer.


The office sharing Space Odyssey, “WeWork” has finally returned to earth in a Chapter 11 bankruptcy. Easy money, a nonproprietary business plan, poor leadership and bad financial controls all played a role. “Can it be true that WeWork CEO and founder Adam Neumann allegedly said to check writer SoftBank, “Thanks for the Memories!”


Signature Bank which was closed by the regulators last March is selling $33 billion in commercial property loans and other assets. The discount rate reflected in potential bids is expected to be as much as 40% below face value. “Ugh.”


John Fish, CEO of Suffolk Construction, a national blue-chip firm based in Boston recently said, “It’s the first time in my career where the cost of construction is greater than the value created through construction.”


Ed Note:  Sobering stories but depending on the strength of your company’s balance sheet, income statement along with competent planning there could be opportunities. They could include low-cost rentals or even purchasing property for your company’s own utilization.

The Directors Letter
by Daly & Company Inc.
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Dan Daly, Publisher
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