It is natural to regards any merger proposed by BAE Systems, the UK’s biggest defence company, with suspicion. Had it a better record of predicting its industry’s future and doing deals at the right price, it would be in less of a pickle.
For BAE Systems and EADS, the European aerospace and defence companies whose courtship was revealed last week, it’s simple. Business logic will help level the political hurdles and bridge the legal pitfalls that lie in the path of their proposed union.
Shareholders in BAE Systems and EADS should know what they’re getting into. The FT’s Alison Smith laid out the governance pitfalls on Friday, and Steven Davidoff has pointed out for the New York Times’ Dealbook that setting up a dual-listed structure requires an “unbelievably complex set of agreements in which [the companies] agree to equalise their shares, run their operations collectively and share equally in profits, losses, dividends and any liquidation”.
But a picture is worth a thousand words, so here are three illustrations of the full horror of some dual-listed structures. Expect EADS-BAE, with the added political and defence ingredients, to be 100 times more complex. Nice work for investment bankers, corporate lawyers and company secretaries; hard work for everyone else.
1. This classic describes the consequences of Reuters’ 2008 merger with Thomson Corporation (from the 545-page prospectus that one investor likened to War and Peace). Easy to see why the Anglo-Canadian DLC ended up abandoning its London listing in 2009:
Anyone who reads Sir Howard Davies’s acerbic regular diary column in Management Today magazine will know that the former head of the CBI and London School of Economics is extremely well-qualified to lead an independent inquiry into UK airport capacity. He seems to spend much of his time travelling by air between international destinations – dropping in the occasional barb about the airports he passes through.
In July, he pointed out that “you need a sense of humour to fly from Venice airport. Congested? It makes Heathrow Terminal 1 look like a county cricket ground on a wet afternoon”. Last December, he recounted a bad Paris-Munich TGV experience, but added he was “instinctively pro-train, except when it is owned by Richard Branson”. Read more
The euphoria at Nasa over the successful landing of Curiosity on Mars is infectious. The public seems to have joined the scientists’ celebrations with a fervour similar to that shown by the British for their Olympic team’s successes. As one wag posted on Twitter: “Gold medal for Nasa in the 563 billion metres.”
Be careful, though, in extrapolating from either the Mars mission or the Olympic triumphs the easy conclusion that “aiming high” gets results. As I’ve written, the achievement of even quite small steps can have measurably positive effects on a team’s performance and morale. Similarly, missing the big goal might prove a crushing blow – I watch some of those heart-rending interviews with athletes that fell short of their and their countries’ expectations at the Olympics and wonder how they will start to recover. Read more
I’m never sure whether to be reassured or not that the biggest reason for aircraft to crash is through pilot error, rather than mechanical failure or terrorism. In the case of the Air France Airbus 330 crash in July 2009, in which 228 people perished, pilot error is the culprit once again.
The statistics show that many of the things that typically worry passengers — turbulence, engine failure, the possibility of hijacking etc — are much less dangerous than the simple risk of someone in the cockpit making a mistake. Read more
When a Rolls-Royce engine on a Qantas jet blew up last November, the engine-maker and the airline joined Toyota and BP in a list of companies fighting to repair damage to their global reputations.
But the Rolls-Qantas incident was of a different order and degree from the Toyota car recall and the BP Deepwater Horizon explosion. The settlement announced on Wednesday seems to reflect that. Read more
A bust-up between British Airways and trades unionists is a top business story in the UK this morning. What makes the dispute cat nip for news journalists is its political dimension. The ruling Labour Party and the opposition Tories are neck-and-neck in the polls as they head towards an anticipated May 6 general election. Looming strikes – and ministers’ responses to them – are therefore seen as potentially swaying voters.