Aggressive Liability Management Exercises (LMEs), common in the US, are rarer in Europe. This isn't due to a gentler culture but stricter laws where board directors can face criminal charges for insolvency. This incentivizes collaborative restructuring over contentious, US-style creditor battles.
A board member's role includes flagging strategic risks, including geopolitical exposure that could drastically limit future acquirers or prevent an IPO. Advising a CEO to relocate teams from a high-risk country is not operational meddling, but a core governance duty.
In a distressed scenario, simply asserting seniority as a junior capital provider is ineffective. You cannot force the majority owner and management team, whom you've just told are worthless, to run the business for your benefit. The only viable path is to renegotiate and realign incentives for all parties to work towards a recovery together.
LMEs became popular because issuers could exploit out-of-court processes to their advantage, often by playing creditors against each other. As creditors have become more collaborative, this advantage has diminished, making LMEs less beneficial for issuers and likely capping their future frequency. Vanguard treats all LMEs as defaults.
Opponents with deep pockets can initiate lawsuits not necessarily to win, but to drain a target's financial resources and create immense stress. The astronomical cost and duration of the legal battle serve as the true penalty, forcing many to fold regardless of their case's merit.
While fast-moving, unregulated competitors like FTX garner hype, a deliberate, compliance-first approach builds a more resilient and defensible business in sectors like finance. This unsexy path is the key to building a lasting, mainstream company with a strong regulatory moat.
The US banking system is technologically behind countries in Eastern Europe, Asia, and Latin America. This inefficiency stems from a protected regulatory environment that fosters a status quo. In contrast, markets like the UK have implemented fintech-friendly charters, enabling innovators like Revolut to thrive.
Structuring compensation around a single, firm-wide P&L, rather than individual deal performance, eliminates internal competition. It forces a culture of true collaboration, as everyone's success is tied together. The system is maintained as a meritocracy by removing underperformers from the 'boat.'
Jeff Aronson reframes "distressed-for-control" as a private equity strategy, not a credit one. While a traditional LBO uses leverage to acquire a company, a distressed-for-control transaction achieves the same end—ownership—by deleveraging the company through a debt-to-equity conversion. The mechanism differs, but the outcome is identical.
A credit investor's true edge lies not in understanding a company's operations, but in mastering the right-hand side of the balance sheet. This includes legal structures, credit agreements, and bankruptcy processes. Private equity investors, who are owners, will always have superior knowledge of the business itself (the left-hand side).
Exor's governance model focuses on finding the right leaders and then giving them space to execute. They review plans and organizational structures but avoid micromanagement, viewing their role as a supportive yet challenging partner to the CEOs of their portfolio companies.