It's Ayn, Not Anne

Tonight's commentary deviates from pension issues but can't be helped - too many headlines about new rules and regulations...

Whether you embrace her philosophy or disdain her work (and ignoring your feelings about her personal life), Ayn Rand remains a best-selling author, long after her death. A quick check of Amazon.com today reveals that Atlas Shrugged (Centennial Edition - Hardcover) ranks 133 with 974 of 1,660 book reviewers giving this 1200+ page novel a rating of 5 stars. The Fountainhead (Centennial Edition - Hardcover) ranks 6 in Literature & Fiction and 2,353 overall.

In "Why Do CEOs (Still) Love Ayn Rand?," BNET.com author Kim Girard  writes that "Many executives are taking refuge in Rand's heroes today," believing that "she was right" in railing against "incompetent CEOs, federal bailouts, bloated government." Rand died in 1982 yet her prescient words describe much of what is happening now, twenty-seven years later.

With one power play after another to further socialize the U.S. economy, Ayn Rand must be rolling over in her grave. Certainly free market advocates (myself included) are taking it on the chin big time. I know, I know. There are those who think that deregulation was the culprit and further regulation is the answer. Alas, where does one begin?

  • Banks around the world have long been heavily regulated so it is factually incorrect to say that the financial services industry was unregulated. Nothing could be further from the truth.
  • If you accept the reality that banks have been heretofore heavily regulated, how do you explain mind-boggling losses, let alone support increased regulation as a panacea?
  • What exactly is "smart" regulation and how does that differ from what I guess one would describe as "dumb" regulation?
  • What problem has been fully solved by nationalizing private property? (I welcome readers' feedback here and invite you to drop me a line. Let me know if I can publish your comments or whether I should attribute them to an anonymous party.)
  • In a truly free market (a theoretical construct at this point), who has the right and/or intellect to decide how much someone can earn or what constitutes an appropriate price at which two willing individuals trade? (Yes, I agree that there are many situations that preclude an unfettered exchange of information that would otherwise determine market equilibrium. For advocates of additional regulation, how do you net the costs of further impeding information and creating perverse incentives against projected benefits? How is an onslaught of bureaucracy meant to help Joe and Sally Consumer or BIll and Penny Investor?)

I could go on but I'll leave readers with my long-held view. Freedom is not free. When it comes to the proper governance of capital markets, self-interest should drive participants to carry out financial best practices, recognizing that the costs of implementation are far outweighed by the benefits of fair exchange. In a truly free economy, bad players would be recognized as such and lose business as clients, shareholders and vendors flee as fast as they can, seeking those who accept responsibility and strive to earn a risk-adjusted profit by providing a quality product or service. In contrast to pundits who avow the tragedy of the commons, capitalists counter that public ownership leaves no one properly motivated to take care of an asset and so it eventually deteriorates, being useful to no one.

About a month ago, I had a prickly discussion with my nephew. A prize-winning member of his high school debate team, he called me with questions. Apparently, his freshman economic professor had urged his class to enthusiastically support higher, "fairer" taxes on the "rich." No doubt Dr. "I'll Take Other People's Money Please" is thrilled with the just-published proposal to tax "wealthy" families in order to pay for government largesse. As I explained to my sister's son, why should initiative be punished? If someone works longer hours, takes calculated risks with his or her own money to start a busines, goes to school at night to improve skils, studies for a professional certification or otherwise retool for a new career, should this person be treated as a societal pariah? (By the way, as a former professor, I implore those in authority to engage young minds in a lively debate rather than push economic and philosophical dogma. Let them decide for themselves, regardless of the outcome.) Lest you say that the "rich" get unfair tax breaks, I concur but add that the current tax system is a gigantic mess (a view held by countless legislators who keep adding to the complex maze).

So there you have my soapbox speech for tonight. Some of my dearest friends couldn't disagree with me more. I count my blessings for the right to open discourse.

Will Wall Street Layoffs Hurt Service for Pension Clients?

According to "Pink slips on Wall Street" by TheDeal.com staff (February 23, 2009), there are going to be a lot of empty chairs in service provider land. The number of individuals being laid off, redirected or otherwise allocated to different duties is staggering. This begs some important questions.

  • Will those individuals who remain employed by banks, law firms, consultancies and so on be able to handle the work that erstwhile colleagues heretofore addressed?
  • Will the sell side feel even more pressure to close deals and will that in turn create heightened discomfort on the part of pension buyers?
  • Will the stress of imminent layoffs demoralize some professionals enough to discourage them from doing the best job possible (if they think they will be out of a job soon or unlikely to be rewarded for going the extra mile for clients)?
  • Will shrinking staffs (plan sponsors and service providers alike) cause people to take shortcuts? After all, we only get twenty-four of them every day. Time is a binding constraint, especially when "to do" lists are growing exponentially. New accounting rules and regulations only add to everyone's work.
  • If short cuts occur, isn't fiduciary liability exposure for everyone involved likely to rise because there is an increased probability that some risks will be ignored or improperly managed?
  • Could a nasty spiral ensue wherein untended risks create undue exposures, possibly leading to litigation and/or regulatory enforcement which in turn consumes time, money and energy, thereby reducing available hours to carry out prudent policies and procedures?

Things are really tough right now. However, the reality remains. Never a good idea to shirk from investment best practices, new challenges arguably demand even more of a commitment to problem-solving. How many people do you know who go home at 5 pm any more? Work is becoming a 24/7 commitment, especially as supporting resources become scarce.

New York Pension Plans Create a Stir

In "Library retirees' serious ca-sssh" (February 23, 2009), New York Post reporter Chuck Bennett writes that several now retired employees of the New York Public Library System are pulling in pensions in excess of $180,000 per year. That kind of money buys a lot of books indeed. Bennett adds that New York City's contribution of $320 million last year includes "$17 million to support the pension funds of New York's three library systems."

In a related piece, the same reporter informs that "more than 10,000 retired cops - all under the age of 50" account for one fourth of New York City's tab for police pensions. Taking into account a projected liability of $7.8 billion for police pensions by 2013, or "11 percent of the entire projected $70 billion budget," you begin to wonder how the Big Apple can keep up. Firefighers' retirement benefits add to the fiscal pain. Referring to both Mayor Bloomberg and Governor Paterson, Bennett suggests that reform is inevitable. Either people work longer before being able to retire (not always feasible for individuals with physically taxing jobs) and/or they contribute more (if they are doing so at all) to help plan for their Golden Years. See "Time Bomb of Young Cops: Under-50 Retirees Pose Di$aster Threat" (February 23, 2009).

Clearly, there are tough choices ahead to be made.

  • How will younger workers in these fields react if their benefits are cut in order to fund promises made to older peers? 
  • Will taxpayers be forced to choose among public services?
  • Will it be harder to attract and retain qualified state, county and city workers?
  • Will competing unions negotiate against each other in order to win scarce resources?

Forbes Describes Public Pension Benefits as Rich

According to Forbes Magazine journalist Stephane Fitch, public pension participants are living the life of Riley. "Gilt-Edged Pensions" (February 16, 2009) showcases individuals who have been able to retire at a relatively young age and with a comfortable nest egg, courtesy of taxpayers, at least in part. Examples include the following:

  • Retired police offer who received a pension at age 42 worth about $2 million
  • New Jersey social studies teacher who earns $80,000 per year, pays 5.3% towards a pension, can retire at age 60 with full benefits and the ability to teach part-time thereafter
  • Florida security guards who can moonlight for private companies, with time clocked on such assignments being credited toward public pension payouts

Adding insult to injury, Fitch relies on Bureau of Labor Statistics data to suggest that a pay gap exists, in favor of public workers. He writes that "State and local government workers get paid an average of $25.30 an hour, which is 33% higher than the private sector's $19."

I'm not picking on public workers but I do think it is important to understand how much taxpayers owe now and in the future for others' benefit claims. (By the way, I think that includes Social Security and Medicare unfunded liabilities too.) Many people I know are amenable to the notion of a municipal employee receiving higher benefits if they receive lower cash wages, as compared to the private sector. However, few taxpayers want to subsidize both current and future compensation, especially if they themselves are cash strapped (self-employed, lost their job, work for a company without a retirement plan, etc).

The stage is set for continued frustration on the part of public employees (many of whom no doubt work quite hard to do a great job) versus Joe and Sally Taxpayer who have less and less disposable income to finance giant IOUs.

Editor's Note: Fitch quotes me in the article by writing that "Taxpayers are on the hook," says Susan Mangiero, who maintains Pensionriskmatters.com, a blog highlighting pension plan issues.

Risk Management for Corporate Counsel

I am pleased to announce my participation as part of the February 26, 2009 Lexis Nexis Corporate Counsel Series. According to the official program site, the 60-minute Webcast will focus on critical corporate governance and risk assessment issues that pertain to in-house company attorneys. Click here to register for what promises to be an interesting and timely event.

I've excerpted information about panelists below. I hope you can join us.

  • Susan Mangiero, Financial Analyst, Risk Assessment and Valuation Expert -  Susan has over 20 years of experience in capital markets, global treasury, asset-liability management, portfolio management, economic and investment analysis, derivatives, financial risk control and valuation. She has worked for organizations such as the General Electric Company, PricewaterhouseCoopers LLP, Bank of America, and Bankers Trust.
  • Lynn Brewer, Ethics Expert and Author of Confessions of an Enron Executive: A Whistleblower's Story - Lynn was responsible for Risk Management in Energy Operations at Enron, worked in forensic accounting, and spent 18 years as a legal professional in private practice until she joined Ralston Purina, where she worked in Corporated Development for the General Counsel and Chief Financial Officer.
  • Jason Greenblatt, Executive Vice President and General Counsel. The Trump Organization - Jason is involved in a large number of transactions worldwide, including deals with major financial institutions, Fortune 500 companies, governmental agencies, and joint venture partners.

France Pushes for Hedge Fund Regulation

Financial Times reporters Ben Hall and James Mackintosh report that France is calling for stricter regulation on hedge funds. Possible changes include: (a) higher capital requirements imposed on banks that lend to hedge funds and otherwise provide services as prime brokers (b) more transparency and (c) mandatory registration of hedge funds with regulators "in the country where they are sold." (See "France to call for hedge fund crackdown," February 12, 2009.)

France's finance minister, Christine LaGarde, has been calling for additional hedge fund rules for months, urging other countries to band together in this effort. Just a few months ago, LaGarde told Daily Telegraph readers that "the health of hedge funds had long been her prime concern. She cited the adverse impact of leverage for many alternative fund managers, some of whom were forced to sell assets quickly in order to stay afloat. See "Hedge Funds could be next to be hit, says French finance minister Christine Lagarde" by Henry Samuel and Harry Wallop (October 17,2008).

With heightened public scrutiny, the inevitable increased costs of regulation can't be welcome news to industry participants. Investors will have to weigh the perceived benefits of new rules against the potential economic impact on performance. Picking sides may not be possible for too much longer.

C'est la guerre! 

2008 Bonuses Deserve Scrutiny

  

Wall Street executive compensation is a big story these days. Given the importance of the topic and the impact on institutional investors, I accepted the invitation to write a guest op-ed piece on the topic for Fund Fire, an Information Service of Money-Media, a Financial Times Company. I've included the article below and welcome your feedback. Click to send an email with your opinion about this topic. Shown below is my piece entitled MoneyVoices: "2008 Bonuses Deserve Scrutiny" (February 12, 2009).

                                                                             * * * * * *

Fund Fire Editor’s note: This MoneyVoices column is a follow-up to last week’s editorial, Money Voices: "A Case for 2008 Bonuses." That article provoked a record number of reader comments, with many stating their disapproval of bonuses amid the downturn.

                                                          * * * * * *

                       "2008 Bonuses Deserve Scrutiny" by Dr. Susan Mangiero

As an advocate of free markets and industry-self regulation, I find myself in a real philosophical pickle on the issue of Wall Street compensation during this economic downturn.

I fervently believe that compensation should be determined by supply and demand, even if the resulting payouts are deemed “too high” by persons outside a particular industry. At the same time, I am disturbed by what seems to be a material disconnect between employee performance and monetary compensation in the financial industry.

Rewarding individuals for doing a bad job is never a good idea, regardless of whether taxpayers or shareholders are footing the bill. At least company investors get a say on pay structure in the form of one vote per share. The average taxpayer has no immediate voice, other than to complain to legislators or use the ballot box at the next election.

The status quo is almost surely a populist no-go. Change in some fashion is inevitable. The good news is that institutional giants – pensions, endowments and foundations – can and should play a role in leading serious discussions with their Wall Street service providers, including money managers and consultants, about their staff’s compensation.

One might even suggest that it’s an institutional investor’s fiduciary duty to inquire about how much of their fees are being used to reward portfolio managers, traders, analysts and other key persons, and on what basis. If they don’t like what they hear, they vote with their feet, engaging other firms they deem less egregious in terms of pay. Capitalists can sleep at night with this approach since it links buyers’ demands (for compensation transparency) with supply (payment of reasonable, risk-adjusted, performance-linked pay).

Remember, though, that asymmetric payoffs do little to properly motivate workers, so their banishment is good news to anyone who believes in a job well done. In an ideal world, professionals reap the fruits of their labor by selling their bundle of skills to willing buyers at an agreed upon price. The buyer takes into account education, experience and willingness to accept certain work conditions (long hours, deadline pressures, etc.).

Compensation comparisons to national norms make no sense unless adjusted on an “apples to apples” basis. A successful trader who makes a million dollars is likely worth every penny. However, it would be insanity to continue paying people for a job not done well, especially when bad results are subsidized with federal dollars. Hiring and retaining effective workers is always a challenge, perhaps never more so than now. Widespread attention, focused on compensation standards, opens the door to improved practices. Those Wall Street professionals who refuse to budge may end up losing the very institutional clients that indirectly pay their bills.

Valuation Fundamentals - Going to the Dogs

According to Venture Deal (February 11, 2009), FetchDog.com raised $4 million in venture capital to "improve its website and expand its management team." Founded by actress Glenn Close and her husband, the company has heretofore been privately funded. Dogs are big business. The Morning Sentinel reports that pet owners are significant spenders with approximately $43.4 billion in 2007 sales for Rover and Fido, "up 88 percent from 1998." See "Portland FetchDog.com in growth mode..." by Ann S. Kim (February 10, 2009).

Wow and congratulations to FetchDog.com.

For those plan sponsors with allocations to venture capital ("VC"), one has to ask lots of questions about the big 3 fundamentals - economy, industry, company, right? Shouldn't an Investment Policy Statement require VC and private equity managers to explain how a company is expected to make money? It sounds straightforward enough but recent articles suggest that some VC fund managers have shelled out cash first and asked questions about business models later. In some cases, it's worked but halcyon days are long gone. The IPO market is closed for all practical purposes and easy money makes it harder for acquirers to purchase companies with debt.

What kinds of questions do you ask your VC and private equity managers about the fundamentals, a la Graham and Dodd and then some?

Full Moon Influence - Will Financial Normalcy Return?

In case you were out and about today, there was a fantastic full moon that caught my eye and gave me pause. Okay, it didn't look quite like this lovely photograph, courtesy of The National Aeronautics and Space Administration ("NASA"), but it sure looked magnficent to this astronomy layman's eye. The superstitious say that a full moon encourages crazy behavior. Listening to the ongoing debates about the jumbo U.S. stimulus program of late makes me wonder if Washington isn't moonstruck. Talk about a runaway train. Yet free-spending Congressmen and women are not the only "luneatics." A Connecticut colleague says that people are doing illogical things now that he has never seen is his 40-year career as a corporate contracts attorney. According to "Some See a Rat in the Year of the Ox for Investors Seeking Advice," reporter Jonathan Cheng writes that wealthy clients are turning to feng shui as a way back to prosperity (Wall Street Journal, February 9, 2009). Well, best of luck to them. Maybe it couldn't hurt.

Editor's Note:

Company Stock Case Outcome Favors Employer

Hat tip to attorney Janell Grenier and creator of BenefitsBlog for her nice write-up about Bunch v. W.R. Grace & Co. Savings and Investments Plan. The nature of the case differs from what some experts refer to as "stock drop cases" because plaintiffs asserted that the fiduciaries were at fault for not holding onto the stock. (In contrast, a "stock drop" case typically reflects a situation wherein (a) company stock is a defined contribution investment choice (b) the price of the company stock drops and (c) investment committee members (among others) are sued for allegedly not monitoring the "riskiness" of the company stock and its "suitability" as a 401(k) plan choice.)

Attorney Grenier describes the case as a "roadmap" for other corporate defendants who seek guidance with respect to "prudent process and procedures" they should follow in tracking company stock as a plan investment choice. Among other things, the court positively acknowledge that (excerpting from Attorney Grenier's blog):

  • Appointed fiduciaries recognized a potential conflict of interest by making a decision about the prudence of the company stock as a viable investment choice.
  • The plan sponsor appointed an independent fiduciary to assist.
  • Financial and legal advisors were made available to assist the independent fiduciary.
  • Plausible reasons for divesting company stock were documented.
  • Plan participants were made aware of the sponsor's decision to remove company stock as an investment choice but also told that the situation would be monitored and that circumstances might result in a changed decision, later on.

The Court's decision, on appeal, refuted the plaintiff's assertion that market price should have been a determinant of the decision as to whether to divest or not, adding that prudent process trumps. Specifically, "(T)he test of prudence -- the Prudent Man Rule --  is one of conduct, and not a test of performance of the investment."

Not being an attorney, I would never offer legal commentary. From an economic perspective, howerver, this case is noteworthy for any plan sponsor but perhaps more so for companies that have seen stock prices plunge, forcing questions of "suitability" for a 401(k) plan.

Editor's Notes:

  • One of the two independent experts "specifically cited by the First Circuit as having been hired by the investment manager to advise it" - Goodwin Procter LLP - has its own write-up about the case in its February 3, 2009 Financial Services Alert.
  • Attorney Steve Rosenberg has a nice piece about the original case adjudicated in the United States District Court, District of Massachusetts. Click to read the January 30, 2008 "Findings and Rulings" in which the "Court holds that State Street and Grace did not breach their fiduciary duties when making the decision to divest the Plan of the Grace Stock Fund." Click to read "The Benefits of Relying On Investment Managers" by Stephen D. Rosenberg, February 7, 2008.

Private Equity - Not in Kansas Anymore

According to Financial Times reporter Henny Sender, private equity firms are facing significant challenges. Some portfolio companies are unlikely to fare well in a recession. Others are burdened by debt. Private equity kings did not count on having to "beg" (Sender's word, not mine) institutional limited partners for money. See "Capital Calls Are Tough for Institutions and General Partners Alike" for our January 18, 2009 comments about the cash squeeze for some fund managers. Click here to view Ms. Sender's comments.

A far cry from April 2007 when famed deal-maker Henry Kravis talked about the "Golden Age of Private Equity," this industry is about to get insult added to injury. In "Bill Aims for Disclosure by Private Equity," Wall Street Journal reporter Peter Lattman writes that the Hedge Fund Transparency Act will cover both hedgies as well as private equity funds with respect to "divulging the value of their funds and names of all investors. If you are a pension, endowment or foundation investment decision-maker, will you be comfortable with having your allocation to specific funds made known to the general public or will it depend on the reported performance?

Another hot button issue, likely to emerge again is whether carried interest - for both hedge and private equity funds - should be taxed at a higher ordinary tax rate. Lattman suggests that it may not make a material difference in the near-term if private equity funds do not generate better returns. He cites a Boston Consulting Group study that shows that issued debt for a large percentage of private equity portfolio companies is trading at distressed levels. In this same study, entitled "The Advantage of Persistence: How the Best Private-Equity Firms 'Beat the Fade'," authors Heino Meerkatt et al make a compelling case as to why private equity is "here to stay." The quest for institutional investors is to pick the RIGHT private equity firm which, on a risk-adjusted basis, is expected to outperform average public market returns. (Yes, we could wax poetic about efficient markets. A topic for another day?)

 

Vive Le Free Markets - Oh Never Mind!

French economist Frédéric Bastiat must be rolling over in his grave as more and more headlines decry capitalism in favor of stringent regulation. In "Policy Makers Weigh Fed Oversight of Derivatives" (February 2, 2009) Wall Street Journal reporter Deborah Solomon writes that Washington movers and shakers are all a twitter about whether to regulate over-the-counter derivative instruments. (One could argue that some regulation currently applies since federally regulated banks dominate this space but that's a discussion for another post.) House Financial Services Chairman Barney Frank (Democrat, Massachusetts) is quoted as saying that "It's not a brand-new regulation but an expansion of the authority of the Federal Reserve."

According to his official website, Senator Chuck Grassley (Republican, Iowa) - along with Senator Carl Levin (Democrat - Michigan) - have introduced legislation to "close a loophole in securities law that allows hedge funds to operate under a cloak of secrecy." In "Grassley and Levin introduce hedge fund transparency bill" (January 29, 2009), this new legislation, if passed, would empower the U.S. Securities and Exchange Commission ("SEC") to force hedge funds to register, thereby putting them under the auspices of the Investment Company Act of 1940. 

In his January 29, 2009 statement, Senator Levin described three basic elements of The Hedge Fund Transparency Act, besides registration. These include the filing of an annual statement that would be available to the public, the maintenance of books and records as required by the SEC and the cooperation with the SEC as relates to examination or information requests.

Levin adds that "The information to be made available to the public must include, at a minimum, the names of the companies and natural individuals who are the beneficial owners of the hedge fund and an explanation of the ownership structure; the names of any financial institutions with which the hedge fund is affiliated; the minimum investment commitment required from an investor; the total number of investors in the fund; the name of the fund's primary accountant and broker; and the current value of the fund's assets and assets under management. This information is similar to what was required in the disclosure form under the SEC's 2004 regulatory effort. The bill also authorizes the SEC to require additional information it deems appropriate."

About two weeks earlier, the President's Working Group on Financial Markets ("PWG") released its best practices for hedge funds, encouraging market participants to adopt comprehensive policies and procedures to (hopefully) thwart problems. The institutional version, entitled "Principles and Best Practices for Hedge Fund Investors: Report of the Investors' Committee to the President's Working Group on Financial Markets" (January 15, 2009), includes an entire section devoted to fiduciary issues. Some of the text is overly broad but it is a good start in terms of getting people to think hard about subjects such as suitability and oversight.

The industry version, entitled "Best Practices for the Hedge Fund Industry: Report of the Asset Managers' Committee to the President's Working Group on Financial Markets" (January 15, 2009), has a noteworthy section about valuation (a topic near and dear to my heart). I am particularly interested in tracking which hedge funds decide to set up a valuation committee, if one does not currently exist. If hedge fund managers follow the report's recommendations, they will likely be spending lots of money on independent pricing services.

Two key questions loom. Will industry attempts at best practices slow down or possibly ward off increased regulation? If not, will regulation and enforcement parallel or conflict with suggested best practices?

This blogger gal goes on the record as favoring industry self-regulation. Sadly, when too few participants fail to recognize the benefits of taking responsibility to preserve open and fair markets, the strong arm of government is inevitable. Consider what Bastiat wrote in the 1800's, still relevant today:

  • "Everyone wants to live at the expense of the state. They forget that the state wants to live at the expense of everyone."
  • "Taxes must, in the end, fall upon the consumer."
  • "The worst thing that can happen to a good cause is, not to be skillfully attacked, but to be ineptly defended."

Whether we end up talking about "smart" or "better" regulation, financial market participants STILL have a chance to eat, live and breathe best practices, for themselves and for their investors.

Financial Engineering, Forensics and Pension Shareholders

My dad was an aerospace engineer who later switched to mechanical engineering. My sister is an electrical engineer. My husband was an electrical engineer until he earned his PhD in finance and became a professor. They have each advised me in their own way that every problem has a solution. It is a question of digging deep for answers, assimilating sometimes massive amounts of data and then applying a big dose of common sense.

Influenced by these important persons in my life (and many others who have a similar "can do" attitude), I use a building block approach to financial engineering. Having worked in two treasury departments, on four trading desks, as an expert witness, fiduciary trainer and consultant, I know that it is important to ask many questions, understand the context and attempt to connect seemingly disconnected dots.

Applied to pension risk management, what you see is not what you necessarily get. It is critically important for institutional shareholders to understand whether and how much their portfolio companies (either through direct or indirect investing) use leverage (possibly in the form of derivative financial instruments) and how related risk is managed. (I was recently interviewed by a major broadcasting company on this very topic, given some of the lawsuits being filed against companies that allegedly did not do "enough" in the area of risk management. The piece will air in the next several weeks.)

In the meantime, these articles I authored several years ago may be of interest to readers of www.pensionriskmatters.com. The principles still apply today.

"The Role of the Financial Expert in Valuation of Derivative Instruments" (Expert Evidence Report, February 2004)

"Derivatives valuation: One size does not fit all" (Shannon Pratt's Business Valuation Update, December 2004)

"Derivatives and their impact on company value, part 1" (Shannon Pratt's Business Valuation Update, March 2005)

"Derivatives and their impact on company value, part 2" (Shannon Pratt's Business Valuation Update, April 2005)