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Wednesday, September 22, 2010

Canada's foreign investment Act_some gems

While reading up on the BHP-Potash proposed deal, I noticed that some concern existed about whether this deal would meet the "net benefit" criteria of the Investment Canada Act. While going through that Act on the official website(http://www.ic.gc.ca/eic/site/ica-lic.nsf/eng/home), I noticed some interesting aspects as compared to Indian regulation. It is similar to the Indian FDI guidelines(www.dipp.nic.in)
  • The Act is confined to investment by non-Canadians
  • Cultural industries as defined under the act(media sector) are given a distinct status and need approval from that Ministry. Given the rise of media conglomerates, such a provision may reek of cultural protectionism but can go a long way towards preserving independent media
  • Investments are evaluated against a 6 point checklist covering employment, competition, global competitiveness, control by Canadians
  • Sensitive sectors are few namely media, transportation, uranium, banking etc
  • The form itself is interesting because it
    • Seeks the business rationale for the transaction(no LBO's here!!)
    • Allows a space for investor to explain why it cannot answer a question about itself(instead of rejecting the form outright) 
  • Update: The transaction of BHP-Potash was called off as the Canadian Minister did not grant approval. For transactions with no economic rationale for the acquiree, the Canadian Act is a potent tool to refuse consent. 

    Thursday, September 9, 2010

    Dark lining in a silver cloud?-Morgan Stanley's FY09 results.

    Accounting rules(US GAAP/IFRS) presently insist on writing down fair value of debt(and crediting equity) if the credit spreads rise(risk of own default increases). Though it reflects what is happening, it does not reflect that the core business is seen as suffering yet you increase equity-a case of silver lining in dark cloud.

    Morgan Stanley faced the reverse situation and explained it beautifully in their 2009 letter to shareholders
    "Our results were muted in large part by the improvement in Morgan Stanley’s debt-related credit spreads (“DVA”). Although this improvement was a long-term positive for Morgan Stanley and reflected the credit markets’ increased confidence in the Firm, it reduced full-year net revenues and earnings per share by $5.5 billion and $2.84, respectively"

    An interesting explanation which explains why accounting is still  seen as a mystery to some

    Sunday, September 5, 2010

    Copyrighted earnings call transcripts, IFRS based calls/reporting etc..the strange case of DRL.

    When I opened the 1Q'10 earnings call transcript, what struck me was the clear message that the transcript belongs to the company and cannot be quoted without attribution. I know that pharma companies thrive on IR but this seems a bit too far. "Please note that today’s call is copyrighted material of Dr. Reddy’s and cannot be rebroadcast or attributed in press or media outlets without the company’s expressed written consent". Does this not seem too extreme?

    What really impressed me though was the explanation of high growth in Russia. "The market growth for the same period is at 21% in value terms and 13% in volume terms. We would like you to bear in mind that this high growth was witnessed across all companies in the industry largely due to restocking of
    inventories by trade after the uncertainties related to reference pricing implementation got over"

    Companies are quick to explain adverse factors but very few explain external factors for growth which DRM has done.

    Another interesting thing is that they already were basing conference calls on IFRS numbers. After SEBI permitted Indian companies to report in IFRS other than Indian GAAP, DRL availed that option. An instance of early IFRS adoption