Welcome to Moral Money. One thing to start: Moral Money subscribers are entitled to a complimentary pass to the FT’s Investing for Good Europe: Mainstreaming ESG event on November 3. Check out the full event agenda here, which includes a keynote interview with Marisa Drew, chief sustainability officer at Credit Suisse.
Today we have:
A fossil fuel conundrum for Canada’s giant pension fund
The cost of going green is not in style (yet)
Gas companies face credit threat
How green is your art gallery?
Canada’s largest investor backs fossil fuels while promoting ESG bona fides
The science is clear: upwards of 80 per cent of the world’s fossil fuel reserves need to stay in the ground if there is to be any hope of controlling climate change. That creates a massive risk for anyone who owns these assets, but as of now — with the vast majority of the world still running on fossil fuels — many large investors are not in a rush to ditch oil and gas companies.
The UN-backed Net-Zero Asset Owner Alliance, whose members committed to cutting carbon from their portfolios by 2050, believes working with fossil fuel producers to help them transform into clean energy companies is more effective than divesting. Sticking with the companies, they say, allows investors to push for the shift to renewables and speed up the transition to a carbon-free economy.
One could easily argue it’s not working. But the alliance’s premise is that things would be even worse if climate-conscious investors all pulled their money and walked away.
Another critical issue for investors is ensuring the people in regions dependent on fossil fuel money are not abandoned and left to rot as the world’s energy needs change. For countries like Canada, where oil and gas make up a large part of the economy, this is especially important.
The energy sector accounted for more than 10 per cent of Canada’s gross domestic product and supported more than 800,000 jobs in 2019, so it comes as little surprise that its largest investor, the C$434bn Canada Pension Plan Investment Board (CPPIB), is a strong backer of fossil fuels, even as it sets out to show it is taking ESG seriously.
“There are clearly stakeholders asking for investors to exclude oil and gas companies from their portfolios. To do that, I think, would be an active short on human ingenuity,” Richard Manley, CPPIB’s head of sustainable investing, told Moral Money. “You actually have to take a very deliberate view that these management teams will not respond to changing regulation and changing expectations.”
CPPIB sees big potential in hydrogen, solar and geothermal energy but oil and gas will be part of the equation for a long time, said Mr Manley. He expects that technology such as carbon capture will emerge to keep the industry viable even as emissions regulations ratchet up.
“Carbon dioxide is a piece of chemistry headache,” he said. “Every economic challenge or every technological challenge the oil and gas industry has confronted, it has mobilised its human capital and its financial capital to find a solution.”
Climate advocates are sceptical, to say the least. Cynthia Williams, a professor at York University’s Osgoode Hall Law School, suggests the CPPIB may be shirking its duty to society.
CPPIB is clear that its duty is to “maximise returns without undue risk of loss”. But Ms Williams argues that it needs to “fundamentally re-evaluate its role”.
“Should CPP Investments be making investments that are supporting the Canadian economy as it is now, resource dependent and inconsistent with the low-carbon economy that is needed, with all the financial risks that approach entails?” she wrote in a paper published by the Canada Climate Law Initiative in September. “We contend that it is time to have a serious discussion of those questions and the role of a significant public pension fund in its home country.”
The fund, which provides retirement income for 20m people, has a fiduciary duty to promote “intergenerational equity”, she argues, and that would mean proactively promoting a low-carbon future. (Billy Nauman)
Consumers fail to drive fashion towards green progress
Biarritz in August is a pleasure to die for. Biarritz in August 2019 was also where Kering chief executive François-Henri Pinault and French president Emmanuel Macron won applause for a new “fashion pact”, which included agreements by Burberry, Inditex, Prada and other clothing companies to arrest global warming, restore biodiversity and protect oceans. Since then, Burberry, Chanel and others have issued sustainability bonds that have been oversubscribed.
Despite all this good news there is a big problem — customers are not interested. According to an October 22 report from Morgan Stanley on brands’ sustainability, consumers say they value sustainability when picking clothing, but “we have not yet seen any evidence that confirms this”.
“Consumers are generally not ready to pay more for environmentally friendly products,” the bank said. As evidence, Morgan Stanley said “sustainable” brands did not make money, specifically Stella McCartney was “barely profitable”/ (FT Weekend’s Grace Cook spoke with the designer about her A-Z manifesto for environmental change here.)
Consumers are actually getting less sustainable as “generation selfie” and Instagram’s popularity mean people don’t want to be seen in the same look twice online. Today, the average consumer in the UK buys 40 pieces of clothing a year, Morgan Stanley said. This compares with about 20 items 20 years ago — and today these clothes are only worn seven times on average.
For now, brands’ sustainability efforts are not being developed to grow sales but to boost reputation and ward off pesky activists. This is a major problem because companies’ desire for potential sales is surely stronger than the desire to mitigate risks.
Government officials, including Mr Macron, could do more. A mix of taxes, subsidies and enforcement penalties could upend the economics so that sustainable options get less expensive. For now, the free market appears incapable of reversing the garment sector’s position as one of the most polluting industries in the world. (Patrick Temple-West)
A ‘bridge’ too far: ESG threatens gas companies’ credit
Natural gas production globally hit a record high in 2019 as the US became the third-largest exporter, according to the International Energy Agency. A cleaner alternative to coal and oil, natural gas is seen as a “bridge fuel” by Shell and other energy providers that can fill gaps in solar and wind power generation.
But new government regulations to limit carbon emissions pose long-term credit risks for natural gas investments, according to Moody’s quarterly ESG focus. “Natural gas is increasingly being called into question over environmental and greenhouse gas (GHG) emissions,” Moody’s said. “As carbon transition efforts gain ground, natural gas consumption may see a measured reduction in order to meet 2040 and 2050 GHG goals.”
Yet natural gas remains popular. Pew Research, a non-partisan survey provider, said in an October 19 report that 69 per cent of adults in 20 countries favoured expanding natural gas production. In the US, support for natural gas was sharply divided along political lines. Less than half of Democrats support more natural gas while 88 per cent of Republicans support the fuel. This split comes down to fracking — the use of hydraulic fracturing that unlocks natural gas — which is supported by less than a quarter of Democrats, Pew said.
Liberal bastions New York and California have aggressive emissions restrictions, Moody’s said. US efforts to cut carbon emissions could intensify if liberals twist arms under a potential Joe Biden presidency. (Patrick Temple-West)
Chart of the day
How green is your art gallery?
Climate change comes to the fore for art galleries this week with the launch of the Gallery Climate Coalition. The group’s aim is to persuade the industry to reduce its carbon footprint by 50 per cent over the next 10 years, in line with the Paris Agreement (please check out the FT’s article here).
Two of the founding galleries, Thomas Dane and Kate MacGarry, have commissioned in-depth audits and have made the findings public as a galvanising call to action. For both, business flights, air freight for art and building energy use made up the bulk of their footprint in 2018-19, though with different splits. Art transport overseas topped Dane’s activity (57 per cent) with three large air shipments — one to Hong Kong and two to Los Angeles — accounting for more than 40 per cent of this category.
Grit in the oyster
This week, HSBC announced a new initiative with the government of Queensland, Australia, to sell tradable “reef credits” that encourage farmers to stop polluting the water as a way to protect the Great Barrier Reef. But given the fact that Queensland is one of the world’s largest coal producers — and the Australian government itself has identified climate change as a threat to the reef — critics were quick to cry greenwashing.
Ulf Erlandsson of the Anthropocene Fixed Income Institute, a non-profit group, said the A$1m programme was “laughable” and compared it to papal indulgences, where people in olden times could pay the Catholic Church to absolve them of their sins.
Spanish airports operator Aena is about to become the first company in the world to give shareholders an annual vote on its effort to tackle climate change, bowing to pressure from billionaire UK hedge fund manager Chris Hohn.
Moral Money has previously covered the hydrogen phenomenon in the global energy transition. Now, Canberra has prioritised a $36bn renewable energy project which aims to build the world’s biggest power station and export green hydrogen from a remote desert in the outback to Asia. It reflects a shifting attitude on climate change from a previously sceptical conservative government.
Hedge fund manager Hohn pays himself $479m
Billionaire hedge fund manager Sir Christopher Hohn has paid himself a dividend of $479m, one of the largest-ever annual personal payouts in the UK, after profits at his firm more than doubled last year.
Hohn, who is founder of Mayfair-based TCI Fund Management and one of the UK’s biggest philanthropists, made the payment to a company he controls during the year to February 2020, according to regulatory filings.
TCI, which manages more than $45bn in assets and tends to bet on rising rather than falling prices, has been a big winner from the bull market of recent years. During 2019 it made $8.4bn worth of profits for investors, according to LCH Investments, profiting from gains in stocks including Alphabet, Charter Communications and Canadian Pacific Railway.
TCI Fund Management’s profits for the year to February 2020 jumped 108 per cent to $670.9m. The $479m dividend was then paid to a separate firm TCI Fund Management (UK). Both companies are controlled by Hohn.
TCI declined to comment. The payment was first reported by The Guardian.
While the payout beats the £323m paid to Bet365 boss Denise Coates in 2018, much of it has been reinvested in TCI funds, filings show. It is also far from the biggest-ever hedge fund payday, being dwarfed by sums such as the $3.7bn earned by US manager John Paulson in 2007 thanks to bets on the subprime crisis.
In 2014, during testimony in his divorce battle with estranged wife Jamie Cooper-Hohn, Hohn described himself as “an unbelievable moneymaker”. A High Court judge later awarded Cooper-Hohn a $530m divorce payout.
Hohn, who grew up in Surrey and is the son of a Jamaican car mechanic, is known as one of Europe’s most aggressive activist investors. A backer of climate group Extinction Rebellion, he has been vocal in recent years in pushing companies to improve their climate policy, for instance threatening to sue coal-financing banks and warning his fund will vote against directors whose companies do not improve pollution disclosure.
In October Spanish airports operator Aena bowed to pressure from Hohn’s fund, becoming the first company in the world to give shareholders an annual vote on its climate policy.
Through his charity The Children’s Investment Fund Foundation, which in 2019 approved $386m of charitable payouts, he wrote to seven of the world’s biggest asset managers, urging them to put pressure on companies over climate policy.
Last year TCI was one of a number of funds looking to raise fresh assets from investors after suffering losses during the pandemic. It was also one of the big winners from betting against collapsed German payments group Wirecard, making as much as €193m in a week, according to data group Breakout Point.
Hohn’s fortune was estimated last year at £1.3bn by the Sunday Times Rich List.
FCA first alerted to concerns over Neil Woodford’s business in 2015
The Financial Conduct Authority was warned about problems within Neil Woodford’s investment business less than a year after it opened in 2014 but did not intervene for almost another two years, according to several people briefed on the process.
Woodford recently announced plans to relaunch his career at a time when the regulator faces pressure from politicians and campaigners critical of its oversight of the stockpicker’s failed business — and over how long it is taking to investigate his downfall.
The onetime star fund manager was forced to suspend his flagship £3.7bn investment fund in June 2019, trapping the savings of hundreds of thousands of investors in the biggest British investment scandal for a decade.
But concerns over its investment strategy were raised within the first year of its operation, when two of the company’s founding partners — chief operating officer Nick Hamilton and chief legal and compliance officer Gray Smith — resigned after falling out with Woodford and chief executive Craig Newman.
Given their senior roles in such a high-profile business, Smith and Gray were asked to discuss the reasons for their departures in exit interviews with the FCA in January 2015. The FCA did not act on the information they presented, according to those familiar with the regulator’s dealings with the company.
The four founders had clashed openly over the company’s compliance culture and the level of due diligence carried out on Woodford’s investments in private companies, according to former WIM staff members.
Hamilton and Smith were especially concerned with the amounts being committed to unlisted companies.
In response to FT questions over the exit interviews, the FCA said: “Where we receive information relating to concerns about firms or individuals we follow up and take action where appropriate. But we do not conduct our supervision of firms or individuals in public.”
Smith and Hamilton declined to comment. Several former staff at WIM said they were unable to talk publicly about their departure from the company.
A spokesman for Woodford said: “It is true that the FCA did not approach us after the interviews, and I am sure would have approached us had there been any concerns raised from the interviews.”
The spotlight falls on the FCA at a tricky time for the regulator as it seeks to draw a line under a spate of industry controversies during the tenure of its previous chief executive Andrew Bailey, now governor of the Bank of England.
A recent review of its handling of the £236m collapse of mini-bond issuer London Capital & Finance found repeated failures by the watchdog to act on external warnings. “The FCA’s handling of information from third parties . . . was wholly deficient,” the review concluded. “This was an egregious example of the FCA’s failure to fulfil its statutory objectives”.
Bailey took over as head of the FCA in 2016, after the contract of his predecessor Martin Wheatley was not renewed, and led it during both the Woodford and LCF collapses.
In February he told MPs on the Treasury select committee that when he joined the FCA it had “no system for extracting information” from warnings or tip-offs. “I’m not hiding things that went wrong,” Bailey said. “There should have been a mechanism to alert supervision and enforcement.”
Nikhil Rathi, the FCA’s current chief executive, and Charles Randell, its chairman, will be quizzed by the committee on Monday about its handling of LCF.
While giving evidence to parliament in June 2019, Bailey said the FCA’s first intervention with WIM was at the end of 2016 when the regulator spotted a conflict of interest in the business’s valuation process. By this point WIM managed almost £10bn and was the UK’s sixth best-selling fund manager.
The FCA has been dogged by questions over its oversight of WIM having approved the business to start trading just months after it found funds managed by Woodford at his former employer, Invesco Perpetual, exposed investors to higher levels of risk than they had been led to expect.
Invesco Perpetual was fined £18.6m for the breaches, which also involved several funds not managed by Woodford, in what was a record penalty imposed on a UK fund manager.
Woodford is still approved by the FCA to act as an executive director of an investment company, having updated his status in December 2019.
Ten days ago Mel Stride, chair of the Treasury select committee, called on the FCA to conclude its investigation into WIM’s implosion, saying: “As the FCA’s investigation still continues over 18 months after the fund was suspended, the reports of the new fund may understandably be of concern to investors who previously lost out.”
Owen Walker’s ‘Built on a Lie: The Rise and Fall of Neil Woodford and the Fate of Middle England’s Money’ will be published by Penguin on Thursday
Staying private: the booming market for shares in the hottest start-ups
In 2014, an Austrian entrepreneur offered investors a rare chance to purchase shares in Jumio, his fast-growing and profitable payments company. The deal was not a typical venture capital transaction. Instead of purchasing new shares, investors could buy out earlier shareholders, in what are known as private secondary transactions.
Daniel Mattes, who calls himself a “visionary” on his Instagram page and has been a judge on the Austrian version of Shark Tank, the American reality TV series for entrepreneurs, told at least one prospective buyer he had no plans to reduce his own stake in the business, according to a US Securities and Exchange Commission complaint filed in 2019. Mattes also signed off on documents that, according to the complaint, claimed Jumio made a small profit and revenues of more than $100m in 2013 — a significant sum for a three-year-old company.
Two years later, Jumio filed for bankruptcy, and the company’s shares became worthless. In reality, according to the SEC, Jumio had only made one-tenth of the revenues it claimed, and Mattes had bypassed his board of directors to sell about $14m of his own shares.
Jumio’s case highlighted the risks of an opaque but fast-growing corner of finance: the global market for shares in private start-ups such as TikTok owner ByteDance, Elon Musk’s SpaceX and payments company Stripe. In 2019, the market was estimated to host almost $40bn in lightly regulated trades, according to one participant, more than doubling its volume from 2014.
Recently, the market has been hotter than ever. Though private companies have largely tried to restrict trading, brokers say hedge funds, mutual funds and other institutional investors have begun pouring in, buying large blocks of existing shares in start-ups that are nearing initial public offerings or big acquisitions. Often, the investors receive scant rights to information on financial performance.
Technology upstarts and financial institutions including big banks have rushed to capitalise on the interest by brokering deals and forming trading venues, setting up a battle that could fundamentally alter the market’s structure and potentially allow companies to stay private indefinitely.
The boom reflects how cash-flush investors are clamouring for stakes in fast-growing businesses, with low interest rates pushing non-traditional funds deeper into private markets. To meet the demand, brokers now face two key challenges: increasing the supply of shares in desirable companies while preventing fraud and manipulation in a competitive market.
Until recently, private secondary markets resembled “that guy with a trenchcoat that’s selling you watches in Times Square”, says Inderpal Singh, who leads a private secondary market project at the start-up marketplace AngelList. “In the last year, there’s been a big shift.”
In addition to AngelList, JPMorgan and the software start-up Carta have begun facilitating trades in private companies. They compete with established players like Nasdaq and Forge Global, which purchased the rival marketplace SharesPost in a $160m deal last year, as well as scores of smaller independent brokers.
Carta and some other intermediaries have advocated that the SEC relax restrictions on who can purchase shares in private companies, potentially opening up the market to a broader swath of investors.
But some observers remain sceptical that the growing market can protect investors against bad actors. Mattes, who paid $17m to settle the charges, did not admit or deny the SEC’s allegations, though he resigned from Jumio in 2015 following an internal investigation. The entrepreneur did not respond to questions sent to his personal website.
The rush to expand trading could lead to fraud and manipulation, says Stephen Diamond, a professor of law at Santa Clara University who has studied private secondary transactions.
“All too often in Silicon Valley, people want to basically ignore the consequences of unhealthy market structures,” Diamond says.
The Facebook episode
The debates reflect a decade-long shift in capital markets as companies grow larger than ever in private — securing billion-dollar valuations and “unicorn” status while pushing back their public debuts. As a consequence, start-ups, investors and employees have accumulated trillions of dollars’ worth of shares that cannot easily be bought and sold, barring a public listing or acquisition.
Private secondary markets grew in importance in the lead-up to Facebook’s initial public offering in 2012. Investors rushed to buy the social media company’s shares, creating a frenzied market where independent brokers facilitated thousands of trades with little oversight from the company.
The trades created headaches. One Facebook executive left the company after he reportedly purchased stock ahead of a big funding announcement. Facebook sometimes lost track of who owned its shares, complicating preparations for its IPO.
Facebook’s struggles caused many start-ups to adopt strict clauses in their legal documents that prevented employees from trading shares without company approval. Some companies have gone even further, requiring sellers to receive approval from boards of directors months in advance of any transaction.
Though the restrictions have made trading difficult, brokers say the market has been busier than ever in the past 12 months, with big investors such as Tiger Global Management hunting for shares in start-ups that look like sure bets for blockbuster public listings.
Tiger Global has used secondary sales to gain stakes in companies such as China’s ByteDance and the software group Snowflake, according to fund documents and people familiar with the trades. Other hedge funds and mutual funds routinely purchase new stakes in companies worth tens of millions of dollars, brokers say.
On the other side of the trades, existing shareholders such as venture capitalists have sought to unload stakes in highly-valued companies as they delay public listings. The market can also be an important source of cash for start-up employees, who receive a large portion of their pay in stock options.
Several new entrants, such as Carta’s private stock exchange CartaX, now hope to formalise the market and capture trading fees that have been spread between dozens of independent brokers.
“There is now, in the past few years, not a push to go all the way back to the days of strict prohibitions on secondary trading, but a push to have more avenues for organised liquidity,” says Cameron Contizano, a partner at law firm Goodwin Procter who works on secondary transactions.
Meanwhile, investor demand has pushed up prices for companies such as ByteDance, SpaceX and Stripe. Barrett Cohn, chief executive of the private securities broker Scenic Advisement, says he advised companies on twice as many secondary transactions in 2020 compared with the previous year. Of the last dozen deals Scenic worked on in the past few quarters, only one resulted in shares being sold at a discount to a company’s most recent stock price, he says.
Competing for business
The rise in trading volumes and the rush to capture the market will shape the way private shares change hands. San Francisco-based Carta, a company best known for selling shareholder management software to start-ups, has become a lightning rod in debates about the market’s direction. Its 45-year-old chief executive, Henry Ward, has set out an ambitious goal to build the “private stock exchange” for tech start-ups.
Ward wants the CartaX marketplace to compete with the Nasdaq exchange, providing a listing venue where companies could potentially stay private indefinitely. The exchange uses an auction model that Ward says will result in superior prices for sellers.
But the project has already drawn strong responses from rivals and market participants. Some brokers and start-ups say CartaX amounted to an attempt to monopolise the market, and the company is naive to think it could unseat public exchanges. Scenic’s Cohn says Carta has made it increasingly difficult for its clients to export their shareholder data for use in other kinds of secondary transactions, such as tender offers.
“We’re not trying to make the New York Stock Exchange go away,” says Kelly Rodrigues, chief executive of the brokerage Forge, which has begun offering software that companies can use to manage secondary transactions. Forge also bills itself as the “stock market for private companies”.
Others say the most desirable start-ups would not want to use CartaX because few private companies want to subject their shares to monthly or quarterly auctions marketed by the exchange.
Eric Folkemer, head of Nasdaq Private Markets, says it has already set up a similar marketplace with price discovery tools for companies such as the workplace collaboration company Asana that want to facilitate trading in their shares before going public.
“We have it,” says Folkemer. “The question is, does the market want it?”
JPMorgan has put its money behind Zanbato, a private share trading system that is taking a different approach from Carta, acting as a central matchmaker for more than 100 banks and brokers executing orders on behalf of clients.
Nico Sand, chief executive of Zanbato, says the exchange has made a conscious choice to focus on trades between large, qualified buyers with more than $100m in assets, who regulators assume have high amounts of financial expertise and require less oversight.
Zanbato has applied for a patent for a trading system with “firm orders”, a legal contract that forces buyers and sellers to transact shares in a private company after they have submitted orders with desired prices and quantities, says Sand.
He says the concept, which is standard in public markets, is necessary for creating efficient trading in private shares. “At the end of the day, it comes down to formalising the market structure in a way it’s not currently formalised.”
‘The third configuration’
So far, Carta is the only company that is listed for trading on CartaX. This month, investors purchased almost $100m in shares following the company’s first auctions on the exchange, in trades that valued the company at $6.9bn — more than double the valuation it received from venture capitalists less than one year ago.
Marc Andreessen, the Netscape co-founder and Carta board member, said in a blog post that he would encourage start-ups backed by his venture capital firm Andreessen Horowitz to consider listing on the exchange. He also said the firm would buy shares in companies on the exchange.
“The third configuration — beyond the false binary of simply private or public — is here,” Andreessen wrote.
But Ward has set targets for the exchange that some people familiar with its workings described as overly ambitious.
Ward told investors he expected CartaX to generate about $1.1bn in annual revenues by 2024, according to a presentation viewed by the Financial Times. Under the most optimistic scenario, the marketplace would bring in $3.9bn in revenues that year, the presentation said. Carta declined to comment for this article.
CartaX charges 1 per cent fees to both buyers and sellers, implying it would need to facilitate about $55bn in trades a year to reach Ward’s expectations.
Those volumes would require about 3 per cent of the shares in all billion-dollar start-ups to change hands every year, according to Financial Times analysis of data from CB Insights, which estimates that 546 “unicorns” hold a collective value of $1.8tn.
Platforms like CartaX may struggle to meet their targets if private companies remain selective about who owns their shares. SpaceX, one of the most active companies in secondary trading, already hosts an internal marketplace where employees and venture capitalists can sell stock to invited investors.
“They have a lot of demand from buyers,” says Hans Swildens, chief executive of Industry Ventures, which has invested in Carta. “The question, like all the other marketplaces, is supply.”
Venture capitalists say the new exchange could also face competition from an unlikely source — special purpose acquisition companies (Spacs), which have recently lured relatively young start-ups to public markets.
CartaX would force companies to share two years of financial statements prepared using generally accepted accounting principles, in order to comply with a securities exemption the exchange is using to allow participation from an unlimited number of accredited investors.
Lawyers and governance experts say the requirement could help solve inconsistencies in information disclosure in private markets. But others say it would be a burden for young companies, which often remain private to avoid sharing their financial information to a broad audience of investors, reflecting a central tension in the market as brokers and traders attempt to capitalise on the surge of interest in secondary transactions.
“The ‘move fast and break things’ culture of start-ups militates precisely against this,” says Diamond at Santa Clara University. “That, to me, is the fundamental paradox here.”
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