DealBook reports that companies and private equity firms paid $8.5 billion for mergers and acquisitions (M&A) advice from Wall Street banks last year. The typical bank gets a $20 million fee for providing its client with an assessment of whether to pursue a deal, how to value it and how to negotiate the best structure. But I think it's up to the buyer's CEO, not the adviser, to create value.
That's why the study from Capital IQ, which tries to assess which M&A adviser provides the most valuable advice, seems flawed to me. Capital IQ found that Deutsche Bank, a relatively minor player in terms of market rank, offered its clients the best M&A advice. Comparing the stock price of Deutsche Bank's clients 30 days before a deal with that price 18 months thereafter, Capital IQ found that Deutsche Bank's acquiring clients saw their stock prices outperform other companies in their sector by 28%, while clients of The Goldman Sachs Group (NYSE: GS), for example, outperformed their peer group by only 6%.
In my view, Capital IQ has picked a good way to measure the performance of an acquiring CEO. That's because the CEO should be accountable for the four tests of a successful merger:
- Is the target company in an industry with high profit potential?
- Can the acquirer and the target combine to make a more competitive company?
- Is the acquisition price low enough to provide investors with upside?
- Will management integrate the two companies effectively?
Moreover, Capital IQ's presumption is that acquisitions account for a large chunk of an acquirer's stock price performance. However, the introduction of a successful new product or a cost reduction initiative -- either of which might be independent of acquisitions -- could also account for the acquirer's stock price performance.
Furthermore, with the exception of the acquisition price, the M&A adviser has little influence on these factors.
What, then, accounts for the high fees paid to M&A advisers? Most CEOs have limited M&A experience and they perceive that hiring a branded adviser -- of which there are a small number who seem to keep prices high -- will offer an insurance policy in case things don't work out as planned.
But to attribute an adviser's value to factors that should be under the CEO's control strikes me as a real stretch.
Peter Cohan is president of Peter S. Cohan & Associates, a management consulting and venture capital firm. He also teaches management at Babson College and edits The Cohan Letter. He has no financial interest in the securities mentioned in this post.
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Reader Comments (Page 1 of 1)
8-08-2007 @ 1:19PM
Evan Reiser said...
Just to be clear, in this article Capital IQ is just a neutral data provider, any conclusions in the original article are drawn by the author and/or the new york times.
http://www.capitaliq.com