SPAC markets erase 2021 gains amid possible regulatory headwinds

Business

Bill O’Brien, Editor

“There may be advantages to providing greater clarity on the scope of the safe harbor in the PSLRA (Private Securities Litigation Reform Act). Congress could not have predicted the wave of SPACs in which we find ourselves. It may be time to revisit these issues.” – Jon Coates, Acting Director, Division of Corporation Finance (SEC)

Coindesk

The SEC’s Acting Director of Corporation Finance, Jon Coates, has called on Congress to reign in SPACs and tighten regulatory disclosure requirements on the “blank check” companies.

What used to be a niche investment vehicle that served as an alternative for privately-held companies to enter public markets is now regarded as a market craze, a change that has taken place amid the historic, pandemic-induced 2020 market crash. Companies looking to go public partnered with SPACs to take advantage of markets flush with capital but volatile amid the backdrop of the coronavirus pandemic. Unfortunately though, SPAC moguls, like Bill Ackman, who the Collegian covered in its Feb 10 issue, are learning that, like all good things, the SPAC craze must too come to an end. 

SPAC markets have taken a sharp downturn in recent months, and even more trouble is on the horizon due, in large part, to heightened regulatory scrutiny for the investment vehicle. John Coates, the SEC’s Acting Director, Division of Corporation Finance, released a statement on the Securities and Exchange Commission’s (SEC) website sounding alarms on the SPAC surge. The SEC’s statement, SPACs, IPOs and Liability Risk under the Securities Laws, contained verbiage that has likely contributed to the recent downturn in SPAC markets. The SEC is now eyeing SPACs for the potential they have to mislead investors as they have significantly less disclosure requirements than a traditional IPO would have.

  In the statement, Coates discusses how 25 years ago, the path to public markets for a company was fairly simple and one-tracked and, with the innovations markets have today, there should be regulation to follow along with it. “With all these changes, the appeal of understanding and developing law around economic substance over form may be greater than ever.” Coates talks about how initial public offerings are a “distinct and challenging moment for disclosure” for companies undergoing them for good reason. “An IPO is where the protections of the federal security laws are typically most needed to overcome the information asymmetries between a new investment opportunity and investors in the newly public company,” says Coates.

Coates ends the statement by calling for legislative bodies to consider imposing tighter requirements that would target the second phase of a SPAC transaction, otherwise known as the “de-SPAC,” where a target company is acquired and original investors in the SPAC typically unload their shares into the secondary market. Coates calls on authorities to treat the de-SPAC transaction as the “real IPO.” “It is the de-SPAC as much as any other element of the process on which we should focus the full panoply of federal securities law protections — including those that apply to traditional IPOs.” Heightened regulatory pressures have further depressed SPAC markets that have already been reeling in recent months. The proposed regulation could increase disclosure costs for the blank-check companies which already face tough competition from private equity firms when hunting for target companies.

A SPAC index across 210 different companies, made up of 60 percent public companies derived from SPACs and 40 percent pre-IPO SPACs, “Indxx SPAC & NextGen IPO Index,” has fallen 24.87 percent since the SPAC market’s February highs. New accounting guidelines issued by Jon Coates and Acting Chief Accountant of the SEC, Paul Munter, have helped to grind SPAC markets to a halt as well. The statement, which read, “OCA (Office of the Chief Accountant) staff concluded that – the tender offer provision would require the warrants to be classified as a liability measured at fair value, with changes in fair value reported each period in earnings,” has the potential to impact newly issued SPACs and companies that have already gone public through a SPAC transaction. Proponents of the investment vehicle are eyeing financial regulators to see what moves they will make to tighten regulations around the investment vehicle. Eyes will surely be on the SEC in the coming months to see how they choose to advance their agenda as laid out by John Coates.

How the “Technoking of Tesla” is embracing meme culture

Business

Elizabeth McLaughlin, Staff

Getty Images

Tesla officially changed Elon Musk’s title of CEO to “Technoking of Tesla” in an 8-K filing with the Securities and Exchange Commission. Tesla’s CFO, Zach Kirkhorn, is now effectively “Master of Coin” according to the filing as well.

It’s 2050. An elementary school teacher is asking their students what they want to be when they grow up. Some kids want to be rockstars, others are medical school bound and one child replies, “I want to be Technoking.” Thanks to Elon Musk, that kid’s dreams just might come true some day.

On Monday, Mar. 15, the Tesla Inc. co-founder and CEO took on a new title: “Technoking of Tesla.” In a report filed with the Securities and Exchange Commission, Musk provided little explanation of the name switch; he also formally changed the title of Tesla’s chief financial officer, Zack Kirkhorn, to “Master of Coin.” Kirkhorn’s new title is a reference to a Game of Thrones character.

This apparently inconsequential change to Tesla Inc. has already prompted others to reevaluate their C-suite names. Siqi Chen declared himself the technoking of Runway Financial Inc., a financial startup that provides support and advice to struggling businesses. Runway Financial’s website is ripe with emojis, denoting a marked shift from the traditional stuffy environment of, for example, Charles Schwab. Runway Financial promises to deliver “something that fundamentally rethinks the role of financial data;” their CEO’s — or, rather, technoking’s — decision to change C-suite titles indicates that they are, on some level, fundamentally rethinking the traditional structure and formality of business hierarchy. Mr. Chen told The Wall Street Journal that “all titles are jokes, and it’s tribute to our Technoking Musk for making this clear to the SEC.”

There is no question that Musk is a trendsetter. But his decision to change the traditional C-suite titles to names that embrace meme culture could be reactionary to the rise in importance of retail investors as of late. Recall what happened with GME in late January 2021: Redditors drove the stock price up, causing Wall Street investors to hemorrhage money and re-evaluate their positions. It is clear that retail investors possess the power to influence markets in unprecedented ways. Given the fact that they are making their trades online, largely based on the advice of fellow netizens, perhaps Musk is simply catering to their culture.

Moreover, Tesla purchased $1.5 billion in Bitcoin this year. They are not only embracing the convergence of Internet and finance through trivial name changes, they are also literally investing in this new future of finance. It is clear that Musk is paying attention to the emerging influence of Internet culture on finance; perhaps Tesla will implement some more radical changes than technoking in the near future.

mclaughline7@lasalle.edu

Don’t be afraid of stocks: an examination of financial bubbles and their history

Business

Michael D’Angelo, Staff

Medium

Pictured above is the price index of Tulips from the infamous Tulip bubble burst of the 1600s in the Dutch Netherlands. The tulip bubble burst is the first ever recorded financial bubble in history.

Chances are if you checked the financial markets on Tuesday morning, indices were in the red. Many investors were concerned with a large federal stimulus package, the recent rise in commodities, and a rise in the 10-year U.S. Treasury Bond. Headlines regarding Michael Burry’s prediction about hyperinflation, Treasury Bonds, and WTI Crude Oil exploding to over $60 a barrel flooded the news on Monday and investors were alarmed. Tuesday’s open saw the tech heavy NASDAQ dropping nearly 3 percent. 

Amid growing concerns among investors, talks of a potential financial bubble, which occurs when asset prices become based on inconsistent and irrational views about the future, surfaced and Ray Dalio’s bubble indicator found 50 of the 1,000 biggest companies are in extreme bubbles. Although this is only half of the companies considered in a bubble from the Dot Com burst, investors should certainly take notice but not let news headlines deter from their equity investing.

Nonetheless, financial bubbles and investor psychology is still a fascinating topic. I recently became interested in the concept of financial bubbles after picking up a copy of the novel, Irrational Exuberance by Economist J.D. Shiller. In his book, Shiller accurately predicted the housing crisis and suggests monetary policy tools to ease the consequences of financial bubbles. The term “Irrational Exuberance” was coined by former Fed Chairman, Alan Greenspan, in the late 1980s. Below is the  breakdown and examination of the history of bubbles.

Financial bubbles have occurred all throughout history; In the 1630s, the Dutch went crazy for Tulip bulbs. The price soared from 1636 to 1637 and many went so far as selling their homes to purchase the simple garden plant. Eventually, the mass hysteria surrounding tulips faded and the price of tulips declined 90 percent.. 

Do you remember Isaac Newton, the pioneer of the concept of gravity? Well, Newton was burned hard and lost a fortune when the South Sea Company bubble burst in the 1720s. The South Sea Company was promised a monopoly by the British government to trade in South American colonies. British investors dived headfirst into the South Sea and the stock reached a high over 1,000 pounds and then came down after news of fraud and the monopoly fell out. 

Bubbles are no phenomena to the past as we have seen in the modern era. The Japanese real estate and equity markets exploded in the late 1980s and then came down.  The Dotcom bubble occurred in the United States in the late 1990s to early 2000s when investors dived into tech and internet stocks. The most recent bubble occurred with the U.S. housing market in the late 2000s to 2010s. Housing prices increased dramatically leading many investors to falsely believe the inability of the housing market to crash. The market declined dramatically, due to an excess of subprime mortgage loans, followed by the global recession due to mortgage securitization. 

History certainly has a knack of repeating itself and we could be seeing another bubble occur in any sector of the economy. With bubbles and investor mania creating a collapse of asset prices, the key to surviving the next bubble is to rely less on weekend worrying, where we, as retail investors or institutional investors, absorb weekly  news on the weekend leading to a belief in an economic doom at the start of a new week. To take from Peter Lynch, we should not get scared out of stocks. 

dangelom2@lasalle.edu

GameStop and Robinhood: Power to the investors

Business

Elizabeth McLaughlin, Staff

CNBC

GameStop stock reached an all-time high of $492.02/share on Jan. 28, 2021, putting Wall Street investors at risk of losing millions on shorts.

In January of 2019, GameStop (GME) was trading at $15. By January 2020, less than $5 per share. Shorting the stock of a company that becomes increasingly obsolete as we continue to redefine the digital age is widely regarded as a smart investment; that is why a lot of Wall Street investors felt confident in shorting GME. But on Jan. 28, 2021, GameStop reached an all-time high of $492.02—and those investors were taking on hemorrhaging losses. Who do they have to blame for initiating their downfall? Users from a Reddit forum called r/WallStreetBets.

These users conspired to drive up share prices of fledgling companies, yielding them significant profits while simultaneously stealing profit from Wall Street investors. When put that way, it sounds Robin Hood-esque. It then follows that these users waged their war via the online trading platform, Robinhood. This app aims to “democratize finance” by enabling anyone to buy and sell stocks and other securities. It was developed by two Stanford grads who built their own finance companies where they sold trading software to hedge funds. The app, which is designed to incentivize trading, makes trading simpler than ever. Robinhood transplants the stock market from the stuffy, befuddling environment of a traditional brokerage firm to your own personal smartphone. When a user makes a trade, an animation of confetti congratulates them, nudging them to keep trading. Robinhood’s design and objectives, combined with the economic effects of the pandemic, have prompted nascent investors to try their hand at the stock market. In the first quarter of 2020, Charles Schwab, TD Ameritrade, Etrade and Robinhood — the major online brokers — saw new accounts grow as much as 170 percent. The ease at which one can trade stocks is what allowed a group of Reddit users to wage an expensive attack on Wall Street.

Those on r/WallStreetBets started a trading frenzy, driving GME up 134 percent. On Jan. 11, GameStop announced three new directors to its board whose goals were to reposition GameStop in the modern video game retail environment; to save it from going under. For this reason, GME stock began to rise modestly. But once Redditors got a hold of it, its price rose so rapidly that they triggered automatic trading halts designed to stem market volatility.

Wide price swings and heavy volume fluctuations should prompt self-regulating organizations like the Nasdaq to take certain precautionary measures. But a bunch of lower-to middle-class citizens who decide to capitalize on financial literacy in any way they can — through a free subreddit rather than a pricey stock broker, for example — deserve access to the free market. Is this a battle between populists and institutions? Some of these “populists” have criticized those in the financial sector who have profited off of the coronavirus pandemic. The phrase “eat the rich” is quickly becoming a defining cultural statement; a memetic imitation of the frustration regarding 21st-century wealth inequality. Robinhood’s decision to restrict trading, effectively siphoning off profits from the everyman in favor of Wall Street hedge funds, is controversial.

Robinhood faces criticism on their trading restrictions not only from slighted day traders on Reddit, but also from Democratic and Republican politicians as well as the Securities and Exchange Commission (SEC). On Jan. 29, the commission released a statement that they will be investigating the situation with GameStop and that it will “closely review actions taken by regulated entities that may disadvantage investors or otherwise unduly inhibit their ability to trade certain securities.” Despite this, the Fed is not likely to get involved in the frenzy. For one thing, market fluctuations associated with GME, AMC and other similar stocks are not likely to impact the broader market. David Beckworth, an economist at George Mason University, said that fallout from GME means that “people would lose equity, but it wouldn’t lead to the problems of homes financed with mortgages and exotic mortgage securities.” In other words, the Fed has bigger fish to fry. Additionally, raising interest rates to change people’s expectations about the market would yield “a very high likelihood of causing a recession,” says Adam Posen, economics of the Peterson Institute for International Economics. “On the other hand, if you raise interest rates quite a bit, you are not by any means assured that you would pop the bubble.” 

The SEC promises to investigate Robinhood’s actions; politicians continue to tweet angrily at Robinhood executives and their cohorts; the Fed can’t and likely won’t do much. So what can be done? The SEC could evaluate its leverage and reporting requirements on firms like Robinhood. Doing so would protect retail investors who serve as the app’s product, not its users. Robinhood employs an order flow payment model — they sell accumulated trading histories of retail clients to earn a substantial amount of its revenue in lieu of commissions. “On top of that, trades are executed in dark pools, which lack transparency and regulatory oversight,” said a representative from the International Financial Law Review. If their goal is really to empower “the next generation of investors to take charge of their financial futures,” then it should allow those who use it to execute the trades they want, even if Wall Street hedge funds lose some money and have to reevaluate their trading strategies. On the evening of Feb. 1, Robinhood released a statement saying that they “didn’t want to stop people from buying stocks and [they] certainly weren’t trying to help hedge funds.” Whether or not that is true, one thing remains clear: these disgruntled Wall Street investors simply have to learn how to adapt.

mclaughline7@lasalle.edu

Making Sense of Bitcoin: a Beacon or a Bubble for Investors?

Business

Michael D’Angelo, Staff

ABC7

Bitcoin’s meteoric rise coupled with uncertainty around where its value derives from as an asset has some analysts referring to it as a “faith-based” asset.

Bitcoin has maintained a strong presence in recent financial headlines. Some popular headlines mention an individual who lost his password to access millions of dollars’ worth of the cryptocurrency, bitcoin surging to an all-time high past $35,000 or financial pundits declaring bitcoin as the “next gold.” Certainly, if you are a retail or an institutional investor, the asset’s massive gains have certainly caught your attention.  

Bitcoin is a cryptocurrency which currently has the highest market value of any alternative coins. Bitcoin has an increasingly volatile trading history since its original inception and Bitcoin was created in 2008 by a mysterious figure known as Satoshi Nakamoto. Bitcoin operates as a cryptocurrency and the original goal was for individuals to make online purchases without a paper trail, much like if one uses physical cash in the real world to purchase something. Nakamoto designed the idea of bitcoin as a decentralized digital currency that anyone in the world can store on their computer with a public ledger of transactions. 

In the beginning, bitcoin was utilized for people to make illegal transactions online via the dark web. As the price gradually increased and then declined over the years, many speculators have jumped on the coin. Many bitcoin bulls view the coin as an alternative to gold and the coin serves as a hedge against inflation. 

The first Bitcoin transaction occurred in 2009 and Bitcoin was used shortly in 2010 for a real-world transaction when an individual utilized 10,000 Bitcoins to buy two pizzas in the state of Florida. Bitcoin’s price has fluctuated widely and since its inception the coin has grown over 8,500 percent. Bitcoin experienced a major bubble burst in 2017. Many professionals attribute this burst to an insurgence of billions of alternate coins flooding the cryptocurrency market. These new coins, known as the Initial Coin Offerings (ICOs), shaked the market. As of recent, many institutional investors entered the market. Square and MicroStrategy purchased Bitcoin while Fidelity and PayPal allowed the consumer to buy cryptocurrency on their websites. 

In addition to Bitcoin’s appeal to various investors, American financial regulators have taken an interest in the coin. Joe Biden’s Treasury nominee, Janet Yellen, stated on Tuesday that cryptocurrency transactions were used mainly for illicit financing. She is highly concerned with the relationship of Bitcoin and terrorism financing. 

As more and more people jump into Bitcoin and institutional investors dive in as well, they are only fueling a potential bubble just waiting to burst. Bitcoin is a classic example of the greater fool theory at play. The greater fool theory states that it is possible to make money by purchasing an asset then selling at a later date to another individual known as a “greater fool.” Retail investors are just diving into bitcoin to not miss the price increase. As the price grows, many do not want to be left out from the gains achieved in the past.

The current value of Bitcoin has no intrinsic value. Bitcoin is backed by nothing. In comparison to the American dollar, the dollar is backed by the full faith and credit of the American government. Bitcoin can also be debated on the grounds of inflation. Many will argue that the American dollar is becoming weaker and the Fed has allowed “too much money-printing.” This argument has been around for close to three decades and is not based in any factual evidence. Inflation is not a true primary concern amongst economists. For example, the Consumer Price Index (CPI), which is an average of a basket of prices for consumer goods and services, has not exceeded more than 5.6 percent since 2000 for all items. Since 2010, the CPI has not exceeded 4 percent for all items

As the price of Bitcoin will only increase, investors with all types of financial assets need to take a back seat and question the future of cryptocurrency and the potential of a bubble just waiting to burst. After all, they do say history repeats itself.

dangelom2@lasalle.edu