A market for corporate votes

Berkshire Hathaway annual general meeting

When you purchase a share you're not only getting the opportunity to make some extra cash. You're also buying a vote. Put differently, a share offers two different features: a) a claim on earnings and b) the right to exercise partial control over the corporation.*

Why not separate the two features and put each of them up for sale? Let's have one market for corporate votes, and a separate one for corporate returns.

Here's how it would work. Imagine you want to buy some Microsoft shares but don't care to participate in the governance of Microsoft. The quoted price on the market, $44.93, is for a whole share of Microsoft, both its attached voting rights and its capitalized return. So you buy 500 whole shares for $27,465.

Next you turn to the parallel public voting market. Microsoft votes are trading for around 25 cents each, say. You 'detach' each of the 500 votes from the shares you've just bought and sell those votes for 25 cents each in the voting market for a combined $125. Not a bad day's work. In selling the votes that you never wanted anyways you've defrayed your initial purchase cost.

A few years later you decide to get out of Microsoft. One way is to find a set of buyers who, like yourself, don't care to vote, and sell the voteless shares directly to them. Alternatively you can repurchase the 500 votes in the voting market, reattach them to the shares, and sell them in the whole share market.

Here's another hypothetical: imagine that you have 500 shares of Microsoft but feel that it's your destiny to have a much more active role in Microsoft governance than your 500 votes would otherwise provide. Say you'd like ten times the votes, or 5,000 votes. To amass that quantity of votes it would normally cost you the price of 4,500 additional shares at $44.93 each, or about $207,000, but that's far out of your league. That's where the market for Microsoft votes comes in. For a mere $1125 you can pick up 4,500 detached votes, assuming they trade at 25 cents each. Without having stumped up too much capital, you've become a much more formidable shareholder activist.

So why have a market for corporate votes?

According to Broadridge, some 70% of retail shares go unvoted. Participation rates are better on the institutional front where some 90% of institutionally-owned shares are voted, but this is due to a legally-mandated fiduciary responsibility to vote. The responsibility for voting these shares is usually outsourced to a proxy advisory company like ISS which, according to one account, advised on over 50% of corporate votes cast in the world. ISS's success is due in part to the fact that institutional shareholders have scarce resources, most of which are ready allocated to searching for new investments and monitoring existing ones. They can't spare the cost of setting up expertise in corporate governance.

So to a large proportion of retail and institutional investors, votes represent little more than a nuisance. In order to play the stock market game, these investors hold their noses and pony up enough cash to buy a share and its combined vote; but they'd really be quite happy if they didn't have to buy the latter, especially if it meant reducing their overall costs.

If those who view votes as a nuisance comprise the sell side of the corporate vote market, then the buy side would be comprised of a cadre of institutional investors who specialize in corporate governance and shareholder activism. Activist investors, say someone like Bill Ackman, have developed expertise and a set of practices that allow them to efficiently put votes to work, instituting change in a company's structure or management in order to make it more profitable. They place a much higher marginal value on the votes attached to shares than the majority of their not-so-active colleagues.

A market in corporate shares would allow both the apathetic and the active to meet, with the final result being a more efficient allocation of returns and voting rights.

What I'm proposing may sound a bit sci fi, but what if I told you that such a thing already exists?

The fact is that we already have an informal market of sorts in corporate votes. In Canada, for instance, firms often issue both non-voting, voting shares, and multiple voting shares. In the U.S. the practice is less common, one example being Google which has issued 'A' shares with one vote apiece; 'B' shares with ten votes each; and 'C' shares with no votes. Or consider Warren Buffet's Berkshire Hathaway. An owner of $10,000 worth of Berkshire Class B shares has 0.15% of the votes that an owner of $10,000 worth of Class A shares has.

When companies have dual share structures, to buy votes, an investor need only short the non-voting shares in order to fund a long position in the voting class. And to sell votes, do the opposite. The cost one would incur on this transaction indicates the dollar value the market places on the right to vote.** Canadian readers may well remember that Mason Capital engaged in this strategy with Telus shares back in 2012 when it purchased Telus voting shares and shorted its non-voting shares.

But there's a more interesting way to get one's hands on extra votes. Start by borrowing whole shares just prior to a vote, much like a short seller borrows shares prior to selling them short. Rather than selling the borrowed shares, however, an activist holds them in order to exercise their voting rights, then returns the shares soon after the vote to the lender. The cost they'll pay on this round trip represents the price of a vote. From the perspective of the the owner who has lent the shares out, they require a high enough fee in order to compensate them for having foregone their franchise over the interim.

For instance, in 2002, Laxey Partners, a hedge fund, held about 1% of the shares of British Land, a major U.K. property company. However, on the day of British Land's shareholder meeting Laxey controlled 9% of the votes, note Hu and Black, all the better to support a proposal to dismember British Land. Just before the record date, Laxey had borrowed 8% of British Land's shares.

The term used for having more votes than shares is empty voting. Someone with 5,000 votes and only 500 shares is in possession of 4,500 empty votes, since those 4,500 votes have been 'emptied' of their economic interest. Empty voting is welfare-improving when an activist investor with a good plan acquires votes beyond his or her economic interest in order to ensure that their plan is adopted. However, at the extreme, empty voting can get downright spooky.  Consider a fund that has amassed short position in a stock (ie. it expects the shares to fall in value) while building a long position in votes. Perversely, this 'rogue' fund could very well use their franchise to implement changes that hurt the firm, not help it, and thereby bolster their short position.

Hu and Black, who refer to the decoupling of votes and economic interest as "the new vote buying", note that vote transactions are often hidden from the public and regulators. All the more reason to have a formal market for votes as described at the start of this post rather than the terribly confusing one that already exists. A transparent price for voting would help reveal rogue attempts to corral large empty voting positions. Those activists who truly want to create shareholder friendly changes would be able to accurately price out the cost of resisting the rogues.

And all those investors who are too unsophisticated to understand the murky world of stock lending, ie. retail investors, would be able to use widely-disseminated prices to better gauge the value of their vote and access an open market for the transferral of those votes.

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* A share also offers a third feature, a liquidity return. I've pointed this out many times before. For the sake of this post, we'll ignore the liquidity portion.
** Strictly speaking, if the non-voting shares you short also happen to be less liquid than the voting shares you are long, then you are not only buying votes, you're also buying liquidity. But as I pointed out in the above bullet point, I'm ignoring liquidity returns for the sake of simplicity.
*** I have an ulterior motive for a market for corporate votes. I think the phenomenon of naked shorting doesn't deserve the vilification it receives in the press and on blogs. In fact, naked shorting is a necessary part of ensuring that liquidity premia on equities are kept at market clearing prices. The proper functioning of what I've referred to as the 'moneyness market' depends on naked shorting. The problem with a naked short is that the resulting synthetic security that the short seller creates doesn't have a vote. It is a non-standard instrument. With the existence of a corporate vote market, a naked short seller might re-standardize the instrument by purchasing a vote and attaching it to the IOU that they've created via their naked short. I do plan on writing about this next month, so if you didn't understand my point, just wait. 

Links:
Hu & Black, 2006. The New Vote Buying: Empty Voting and Hidden (Morphable) Ownership
Aggarwal, Saffi, & Sturgess, 2010. Does Proxy Voting Affect the Supply and/or Demand for Securities Lending
Financial Post, November 2012. Empty Voting Clouds Shareholder Rights Law
Black, 2012. Equity Decoupling and Empty Voting: The Telus Zero-Premium Share Swap
Brav & Mathews, 2011. Empty voting and the efficiency of corporate governance

Chopmarks and other distributed verification methods

A 1795 Spanish dollar, minted in Mexico, with several chopmarks

One of the most interesting things about bitcoin, ripple, and other cryptocurrencies is how they are maintained by a dispersed user base rather than some central issuing authority. These users (miners in the case of bitcoin, nodes for ripple) ensure that each "coin" is a legitimate member of the total population of cryptocoins comprising that particular ledger. They are what stand between good coin and bad coin.

I've run into two historical cases of a dispersed method of policing of the quality of exchange media: the endorsement of bills of exchange and the chopmarking of silver coins. It may be worthwhile to explore these two cases.

The Watchdog role

The watchdog or verification function is an important one, especially in anonymous trade where the unlikelihood of a repeat meeting between buyer and seller increases the incentives to be dishonest and pass off lousy coin. Not-so-liquid goods, say sofas, are insulated from the bad coin problem. Due to physical characteristics that impede their liquidity, sofas tend to be sold from fixed locations, or shops. Because a merchant is shackled to his shop and thus unable to preserve his anonymity, any attempt to pass off bad sofas will hurt his business reputation. In the end, only good sofas get stocked by the merchant.

Unfortunately for him, the merchant faces the danger that his much more mobile customers may try and sell him bad coin. The merchant can always threaten them with an embargo should they fob off a fake, but his customers will simply avoid his penalty by shopping at a competing merchant the next time they want a sofa.

In the case of paper money and coinage, the merchant is somewhat protected from the bad coin problem by difficult-to-counterfeit designs printed on the bill or engraved on a coin's face by the issuing authority. In the case of bank money, he is protected by the owners of the credit card networks who approve the legitimacy of a card prior to consummation of trade. These are centralized watchdog systems. What is interesting is that a number of decentralized, or dispersed systems have evolved in times past to offer further protection, including the use of chopmarks:

Chopmarking

In the 16th C, Spanish silver dollars, or pieces of eight, began to appear in China. These coins were minted in Spanish-controlled Mexico, shipped by Spanish vessels to the Philippines where they were exchanged for Chinese goods like porcelain and spices, and finally brought to China by Chinese and other foreign merchants.

Minted on the reverse side with a Christian cross and the obverse side with a Spanish coat of arms, and covered over with Latin characters, the patterning of the Spanish dollar would have meant little to the typical Chinese consumer or merchant. In fact, any pattern would have done just as well since silver was traditionally not accepted at its face value in China, but by its weight (this contrasts to the west, where Spanish dollars were typically accepted at face value). This may have been partly due to the fact that silver ingots, or sycee, had circulated in China long before the piece of eight ever made an appearance, with each city having its own particular standard. Because these sycee circulated according to weight, prior to consummating a trade, merchants would use a set of scales, or dotchin, to determine the value of each ingot.

While anyone with a set of scales could easily ascertain the weight of a particular coin, the difficult part would have been determining the purity of that coin. Counterfeit Spanish dollars were not uncommon, after all, but not everyone would have had the skills to detect them. This is where chopmarking came in handy. Merchants and professional money exchangers, or shroffs, would assay a coin to verify its silver content. The theory goes that once the coin had passed their purity test, a shroff would stamp that coin with his own peculiar chopmark—a Chinese character, an emblem, symbol, or a pseudo character.

Numismaticist Bruce Smith describes the reason for chopping thusly:

I think the chop was only a guarantee that it was acceptable silver. It didn't really matter if the coin was genuine or not. As long as it had the right weight and right fineness as far as they could tell. I mean they were only looking at it by eye and by sound. If it looked like the silver was good and it sounded good [the ‘ring’] and the weight was acceptable then it was okay.

According to Frank Rose, a numismatist who published an early text on chop marks, certain merchants chopmarked every legitimate coin that came into their possession and would readily take back any coin bearing one of their earlier marks. So by chopmarking a coin, a merchant would have been taking on a liability of his own, almost as if he had issued a redeemable paper note or a deposit.

In any case, foreign coins often became so covered in chop marks during the course of trade that their initial design became unrecognizable, as the coin below shows.

1807 Spanish dollar with chopmarks

The genius of this system is that a naive Chinese consumer could safely accept a coin knowing that as long as it was chopped it had successfully passed the smell test of professional appraisers--and the more chops the better. Chopping, like bitcoin mining, transformed a virgin coin into the native exchange medium, with chopmarks serving as a way for disparate users to verify a coin's membership in the set of good silver pieces.

Endorsing

Another interesting form of dispersed verification was the system of bills of exchange, especially the system that developed in Lancashire, a county in northern England. A bill of exchange was a paper contract between two sides in a transaction. It was created or 'drawn' up by the person who provided goods or services, the 'drawer'. The counterparty who had taken position of goods stood as the 'acceptor' and by signing the bill, promised to render up a certain amount of coins to the drawer, usually three months hence. The drawer kept the bill in his desk until three months had passed upon which he presented it to the acceptor, got his gold, and the two parted ways.

A bill of exchange, 1843 [link]

In the early 1700s, English commercial law began to accept the practice of transferring debts, or negotiability. Rather than the drawer keeping the note in desk, he could transfer it to a third party. The drawer would typically do so in exchange for some good or service, and would go about this by endorsing it, or signing his own signature on the back. By endorsing the bill, the drawer had become a co-signatory.

When the bill was due the third party could call on the original acceptor for payment, even though the original agreement had been between the drawer and the acceptor. Should the third party find the acceptor unable to pay the gold upon maturity, he could make a claim on the endorser for full payment. Alternatively, the third party could in turn endorse the bill on to someone else, who could it turn endorse it to someone else, etc. turning what had been an illiquid bill into a highly liquid and potent medium of exchange.

This is exactly what happened in Lancashire, according to this paper by T.S. Ashton. Not only were bills used by large scale industry, but according to Ashton they were used in small transactions too. While coin was generally reserved for the payment of wages, those a little higher in economic status than hired workers, small-capitalist spinners and small time manufacturers with an apprentice or two, were induced to accept payment in Lancashire bills. According to Henry Thornton, who Ashton quotes, all payments at Liverpool and Manchester - then part of Lancashire - were carried out either in coin or bills of exchange. Henry Dunning Macleod describes bills "which had sometimes 150 indorsements on them before they became due."

The practice of endorsement was hugely advantageous for the general populace, for as Ashton points out:

"Since each successive holder endorsed it, the more it circulated the greater the number of guarantors of its ultimate payment in cash. Even if some of the parties to it should be men of doubtful credit it might still circulate, for it was unlikely that they would go down simultaneously."

So in the same way that multiple chop marks and blockchain confirmations ensure that a coin is a good one, multiple endorsements converted an IOU into a member of the population of verified IOUs, and therefore suitable for broad circulation. In the end, what bitcoin and the other cryptocoins is certainly novel, but we have seen parts of this story before.

Quibbling with the language of trade

The way we ascribe labels to things results in the creation of categories, and this in turn affects the construction of our mental landscapes—best to get the words and categories right from the start lest our thinking goes astray. In this post I quibble with some of the common words and categories we use to describe trade.

Walking out the front door last night, I told my wife that I was going to buy a few items at the grocery store. But as I trekked down the street, I asked myself why I hadn't chosen to tell her an alternate version: that I was going to the grocery store to sell my cash. The problem with this wording, I figured, was that if I was to be the one selling stuff in the upcoming transaction, then by process of elimination the grocery store could no longer be the seller in the deal but the buyer—of my cash. And that would be a weird way to view things.

Linguistic convention requires that there be a seller and a buyer in any trade. One side spends, the other receives. That separate terms are given to participants in an exchange implies that the two parties are irreconcilably different. By spending, buyers are doing something that stands in binary opposition to whatever it is that sellers are doing.

I don't think this dichotomization is a good way to characterize the intuition behind a transaction. All parties to any deal are essentially engaged in the same activity: trade. Escaping linguistic convention for a moment, let's put things this way: when I go to the grocery store I am a seller of coloured bits of paper, and the store is in turn spending its food to buy those bits. The binary opposition between buyers and sellers melts away since both myself and the store are simultaneously buyer and seller, spender and receiver. The exclusivity that previously characterized our positions no longer exists, rather, we are each engaged in mutual trade.

For the sake of simplification we should just drop all references to buyers, sellers, and spending. Instead, so-called buyers and sellers are best described as being equal counterparties to a swap. In last night's trip to the grocery store, the store and me were counterparties to a swap of paper notes for groceries.

It could be argued that the use of the terms 'buyer' and 'seller' are useful in that they capture the fact that one party to the trade is offering 'money' and the other asking for it. But the word 'money' is just as arbitrary. What is to fall into this category, what is to be excluded?

For instance, fan's of Arrested Development may remember the scene where Tobias and Lindsay walk into C.W. Swappigan's and trade a cocktail tray for mozzarella sticks. With neither item classified as money, is Lindsay the buyer or the seller? What is being spent: mozzarella sticks or a cocktail tray? We hem and haw when we try to describe this scene because we can't apply the language of buying/selling, spending/earning to situations involving the exchange of goods that are relatively illiquid. But these sorts of exchanges shouldn't be excluded from discussion just because we can't use regular language to describe them. Nor are they categorically different from exchanges that involve slightly more liquid goods. The language of swapping comes to the rescue: Lindsay and C.W. Swappigans are equal counterparties to a swap that involves two illiquid goods.

Classifying people as buyers or sellers is just as tricky when we start talking about exchanges of one currency for another. When you walk into a currency exchange shop to trade Canadian money for US money, are you the buyer or is the shopkeeper the buyer? Which one of you is spending? Again, the more universal language of swaps makes things easier: both you and the exchange shop are engaged in a swap of two highly-liquid items. Even if one item is slightly more liquid than the other (perhaps greenbacks are a shade more liquid than loonies), what separates the two of you in this trade isn't a Chinese wall of buyer vs seller, but simply a difference in the degree of liquidity (or not) of the items you are swapping.

And while I'm griping, why not exorcise the words borrower and lender? Like buyer and seller, the terms borrower and lender imply a stern barrier between two participants to a temporary trade when these participants are in fact undertaking the very same activity—trade. If we unbundle a transaction between a customer and a bank, what is happening? A consumer, the "borrower", is providing their personal IOU to the bank which in turn is offering its own IOU, a deposit, to the customer. While it is usually said that the customer borrows deposits from the lender bank, we might just as likely say that the customer is lending his or her IOU to the bank, and the bank is borrowing the customer's IOU.

So if we can boil a banking transaction down to a swap that reverses after a period of time, participants in this swap needn't be ring-fenced with their own unique noun. Rather, each can be simultaneously described with the same term: as counterparties.

But what about interest? Isn't the payment of interest a distinguishing enough feature that necessitates the terms debtor and lender? Interest emerges (in part) when parties agree to swap equally risky IOUs for a period of time, but one IOU is more liquid than the other. The counterparty that accepts the illiquid IOU while providing the liquid IOU, usually the bank, will ask for a fee, or a stream of interest payments, from the counterparty customer to compensate (the bank) for forgone liquidity. The other party to the trade, the customer, will be willing to pay an interest penalty as restitution for the superior liquidity return that the bank's IOU provides them. This doesn't change the fact that both bank and customer are engaged in a swap.

Things get tricky when a temporary swap involves exchanges of IOUs that are equally-liquid (and equally risky). Since no one forgoes liquidity over the course of this swap, interest doesn't arise. A good example of this is the repo market, where short term swaps of deposits for highly-liquid treasury bills occur at rates no different from 0%. The lender/borrower lexicon breaks down here since without interest we don't know which party is to earn which moniker. Is the bond owner the lender or the borrower? The deposit-taker?

Again, the clearer way to describe this situation is to default to more universal swap terminology. Both participants are counterparties to a swap of items of equal or varying liquidity profiles.

In sum, our language tries to find strict differences between participants in an exchange when there are none. There are no buyers nor sellers, no spenders, no lenders nor borrowers. Instead, we are all engaged in the same activity—trade. The things we own have varying degrees of liquidity and in endeavoring to swap them for things that are more, equally, or less liquid than that which we already own, we make efforts to grope towards a preferred final state of either greater or diminished liquidity.