In addition, the composition of equity funds changed during the 1990-2000 period. According to Strategic Insight, broader investment objectives such as growth and growth & income experienced a decrease of 7.7 percentage points in share of equity funds during the decade. The decrease was offset by an increase in more specialized funds, with higher management fees, such as sector funds and international funds. In particular, emerging market and country funds went from a half-percent share of funds 110P available in 1990 to almost 3% in 2000. At the same time, there was a substantial increase in lower management fee products such as index funds, which were almost nonexistent in 1989.
2. Number of funds During the 1990s, fund choices grew alongside assets at a rapid pace as the number of mutual funds increased from around 3,000 to over 8,000.
Implications of this tremendous increase in the number of funds for management fees depend on the resulting trends in average and median fund size, as shown in Table 2 (which defines a fund to include each class of a multi-class fund). Read the rest of this entry »
1. Asset growth In 1990, the mutual fund industry was a relatively small industry among financial intermediaries, with just over $1 trillion in assets, or 12% of the total sector (see Table 1). By contrast, depository institutions had almost five times the assets, or 56% of the sector (of which commercial banks accounted for $3.3 trillion or 38%, and assets of life insurance companies equaled $1.4 trillion or 16%).
By the end of the 1990s, the mutual fund industry had become a major player among financial intermediaries, with almost $7 trillion in assets and 39% of the overall sector. Although mutual fund assets slightly lagged those of all depository institutions taken as a whole-at $7.6 trillion, Read the rest of this entry »
Over the past few years, the merger activity in the mutual fund industry has sharply accelerated. Some of the mergers involved fund companies trying to fill out their line of products. An illustration is the acquisition of Templeton’s management company, which has a strong reputation for international stock funds, by Franklin’s management company, with its heavy emphasis on bond funds. Other mergers involved institutionally oriented securities firms seeking more distribution to retail investors. An illustration is the acquisition of Dean Witter, a retail wire house, by Morgan Stanley, with its institutional client base. Still others involve banks that want to gain a foothold in the mutual fund industry. An illustration is the acquisition of Dreyfus, an investment manager for a broad line of mutual funds, by Mellon National Bank. The following case study discusses several mergers in the mutual fund industry and the early results of the consolidations. Read the rest of this entry »
James M. Clash
A wave of consolidation is washing over the mutual fund business. So far this year funds totaling more than $125 billion in assets have changed hands. To hear the consolidators tell it, mergers are good because they bring fund investors economies of scale and breadth of choice within a fund family. Will these promises be fulfilled? It is instructive to consider some of the bigger recent mergers. The results are not encouraging.
Take the Dreyfus funds, purchased in December 1993 by Pittsburgh’s Mellon Bank. In the three years before the merger, the 12 domestic stock funds at Dreyfus performed, on average, on a par with the S&P 500 index. In the three years since, these funds, on average, have underperformed the index by a stunning seven percentage points a year.
Then there’s the American Capital/Van Kampen merger in August 1994. In the 26 months prior to the marriage, the 11 stock funds here outperformed the S&P 500 index by an average of two points annually. In the 26 months since the merger, the funds have underperformed, Read the rest of this entry »
Underlying the policy debate about merits of institutional activism is the empirical question: Does such activism have a significant impact on corporations that are the target of that activism? The short answer is that it’s unclear.
In an attempt to provide an intermediate-level answer, let us review a few points that emerge from this debate on the impact of institutional activism. To begin, the studies do not usually include proxy fights or takeover bids since these are rare events for institutional investors. In addition, these studies are all premised on the efficient markets theory, so they assume that the impact from shareholder activism can be measured by looking at a change in stock price after a specific event, such as a pension fund’s submission of a stockholder proposal.
These economic studies tend to show no or little positive price effects from proposals to change general governance procedures, such as the introduction of confidential voting or the appointment of an external board chairman (separate from the CEO). Read the rest of this entry »
The presence of dominant local shareholders characterizes the governance structure of many foreign companies.The dominant shareholders typically seek to preserve their influence by relying on a variety of structures designed to frustrate the exercise of rights by minority shareholders and “outside” investors.
France, for example, has a strong tradition of government involvement in the economy. Accordingly, the state maintains several devices to influence corporate decision making, which undermine minority shareholder rights. Read the rest of this entry »
In addition to the influence of dominant local shareholders, the legal relationship between a company board and its shareholders may limit the rights of the minority shareholders. In general, under U.S. state corporate law, a company’s directors owe a fiduciary duty primarily to its shareholders. By contrast, in many non-U.S. legal systems, the board may be required to consider the interests of other stakeholders in the enterprise, including the company’s labor unions and local suppliers, as well as community groups and local government.The interests of these groups may, on occasion, come into conflict with the interests of minority shareholders. Read the rest of this entry »
In most cases, mutual fund advisers vote to support the recommendations of company management. This is true not only for management’s proposed slate of directors, which routinely receive the support of 99% of those voting, but also for management proposals on other subjects. For instance, during the 2000 proxy season, management proposals on proxy statements were supported on average by 85% of the stockholders who voted; proposals opposed by management were opposed on average by 74% of the stockholders who voted. This high level of consensus between stockholders and management is not surprising, at least for actively managed mutual funds. Owning the stock of a company ordinarily indicates a belief in the ability of the company’s management; supporting management’s position in voting matters often follows as a matter of course. Read the rest of this entry »
Despite the absence of SEC rules on fund participation in the governance process of publicly traded companies, mutual fund complexes routinely vote their proxies on items submitted to stockholders for approval. (Such proxy voting should be considered part of the normal exercise of fiduciary duties, as distinct from institutional activism, discussed below.) In voting proxies, fund advisers generally follow written guidelines that have been approved by the independent directors of the funds. The fund adviser typically processes and votes all proxies for shares held by the funds in accordance with these guidelines. On an annual basis, the fund adviser usually submits a report on proxy voting matters to the board of directors of the funds or a committee of the board. Read the rest of this entry »
The SEC heavily regulates mutual funds and their advisers with respect to most aspects of their business. In their role as investors, mutual funds are subject to a variety of restrictions on how much stock of a particular company or industry they may own and how liquid their aggregate holdings must be. Every fund must disclose its complete holdings twice a year in reports to fund stockholders, and any fund adviser managing more than $100 million in the aggregate from all accounts must disclose quarterly a total list of equity securities owned by the funds and other accounts managed by the adviser. In addition, if the funds and other accounts managed by the investment adviser hold more than 5% of the voting securities of a publicly traded company, the adviser must file periodic disclosure reports with the SEC on such holdings. These filings are a source of valuable information on mutual fund holdings for participants in takeovers and proxy fights. Read the rest of this entry »
This article has been compiled with the help of Arthur Andersen, particularly Victor Levy of Arthur Andersen’s Financial Services tax practice in London. It covers the taxation of futures funds and derivatives in a broader sense for the leading European markets. The author would like to thank him and the European offices of Arthur Andersen for their help.
In Belgium, the law of December 1990 regulated in an extensive way the status of investment funds (initially covered by the law of 1957) and created two new types of investment companies: the SICAV and the SICAF. The SICAV is the société d’investissement a capital variable, while the SICAF is the société d’investissement a capital fixe. Read the rest of this entry »
The SEC heavily regulates mutual funds and their advisers with respect to most aspects of their business. In their role as investors, mutual funds are subject to a variety of restrictions on how much stock of a particular company or industry they may own and how liquid their aggregate holdings must be. Every fund must disclose its complete holdings twice a year in reports to fund stockholders, and any fund adviser managing more than $100 million in the aggregate from all accounts must disclose quarterly a total list of equity securities owned by the funds and other accounts managed by the adviser. Read the rest of this entry »
Investment advisers to actively managed funds devote tremendous resources to researching companies and industries. As part of that research, employees of such fund advisers meet regularly with company executives to discuss business results and trends. The analyst assigned to a company usually has detailed knowledge about the company’s business strategy and financial performance, as well as the quality of its management. Read the rest of this entry »
Institutional activists can be divided into three groups: those who seek to implement sound corporate governance, those who target underperforming companies and those who advocate a social or political agenda. In practice, the first two groups tend to converge on companies that have substantially underperformed their peers or a market index. The last group focuses on companies whose businesses or corporate policies are viewed as detrimental to the social welfare in some fashion. Read the rest of this entry »
As illustrated by the above discussion, mutual fund advisers usually play an important, although often passive, role in corporate governance, evaluating management and stockholder proposals and voting in accordance with policies designed to further the interests of their funds. In recent years, however, mutual fund advisers have encountered an increasing number of proposals from stockholder activists, and in limited circumstances they have been among the activists pushing for such proposals. Read the rest of this entry »
As mentioned above, one group of activists has social rather than primarily financial agendas for U.S. companies. In the view of these activists, U.S. companies should help achieve social goals such as saving animals, protecting wilderness or alleviating poverty. Let’s consider whether these social goals are appropriate for most mutual funds and then for the subset of funds specifically geared to socially responsible investing.
Social activists who attempt to change corporate policies or challenge corporate practices take many different tacks in pursuit of their goals, but all are motivated by one fundamental principle: corporations shouldn’t be solely profit-maximizing entities; rather, they have an obligation to take into account their impact on social issues. Activists seek to influence companies through a variety of means—including litigation, picketing and public relations offensives—in an effort to encourage a company to alter its social policies in some fashion. Read the rest of this entry »
C. Inadequate Proxy Disclosure
The quality of the proxy information provided to shareholders in most other countries is generally much less comprehensive than in the United States. In many countries, companies provide only the most basic information describing the proposals to be voted on at a shareholders‘ meeting. There is generally very little or no disclosure information related to executive compensation, a valuable aspect of U.S. proxy statements. Nor is there much information about a company’s pension liabilities, interested transactions or business segments in any disclosure documents distributed by most foreign issuers. Moreover, in many countries, proxy information need be published Read the rest of this entry »
D. Operational and Logistical Challenges to Exercising Shareholder Rights
In addition to the substantive disadvantages that U.S. shareholders often face overseas, a variety of operational challenges can frustrate the exercise of shareholder rights abroad.’ For example, in the United States, most institutional shareholders are able to submit their proxy votes electronically through a system called Proxy Edge. Outside the United States, by contrast, there currently exists no method for voting shares electronically. Rather, U.S. institutional investors Read the rest of this entry »
E. Recent Improvements
Notwithstanding the difficulties outlined above, many U.S. institutional investors attempt to exercise their voting rights in many markets around the world. As in the United States, mutual fund complexes are rarely activist overseas, although an institution may become involved when fundamental factors affecting the value of its investments are at issue. Indeed, as their foreign holdings increase in size, institutional investors have recently become more successful in certain situations in asserting their rights as shareholders. For example, in 1997, institutional investors in the French company Eramet, including Fidelity Investments and TIAA-CREF, successfully forced the company to abandon a politically motivated and financially damaging plan to dispose of assets engineered by the French government, its majority shareholder. Read the rest of this entry »
