>>> Europe : Brokers Upgrades & Downgrades - 27th of May 2022

>>> Up
* Auto Trader Raised to Neutral at JPMorgan; PT 601 pence
* Norbit Raised to Buy at Arctic Securities; PT 35 kroner
* Rightmove Raised to Neutral at JPMorgan; PT 574 pence

>>> Down
* Alibaba ADRs PT Cut to $230 from $276 at Jefferies
* AUTO1 Cut to Underweight at JPMorgan; PT 9.50 euros
* Entra Cut to Sell at Goldman; PT 111 kroner
* Handelsbanken Cut at Credit Suisse as Downside Materializes
* Hapag-Lloyd Cut to Neutral at Citi; PT 420 euros
* JCDecaux Cut to Underweight at JPMorgan; PT 16.60 euros
* Schibsted Cut to Underweight at JPMorgan; PT 172 kroner
* Unibail Cut to Neutral at Goldman; PT 66 euros
* VMware Cut to Sector Weight at KeyBanc
* VMware Cut to Neutral at Piper Sandler

>>> Initiation
* Amplifon Reinstated Hold at Jefferies; PT 33 euros
* Clearway Energy Rated New Buy at Roth Capital; PT $40
* DWF Group Rated New Buy at Berenberg; PT 160 pence
* Generali Reinstated Neutral at Goldman; PT 20.50 euros

>>> Call
* Citi Team Downgrades US Stocks on Recession Risk, Favors China
* Deliveroo, JET Downgraded at JPM on Consumer-Led Earnings Risk
* Henkel Rating, Estimates Cut at Jefferies Following 1Q Warning
* Sonova Now Preferred Name in Hearing Aid Sector at Jefferies

FT : EY plans global audit spin-off in drastic Big Four shake-up

EY plans global audit spin-off in drastic Big Four shake-up
Sweeping overhaul would allow firm to escape conflicts of interest with consulting business that dog the industry

EY is working on a split of its audit and advisory operations worldwide in the biggest shake-up of a Big Four accounting firm in two decades, according to three people with knowledge of the plans.

The proposal, which is still being thrashed out among EY’s upper echelons, is a bold attempt to escape the conflicts of interest that have dogged the industry and brought regulatory action from the UK to the US.

EY and the other Big Four accounting groups which dominate the industry globally — Deloitte, KPMG and PwC – have been fiercely criticised over a perceived lack of independence in their auditing of companies’ accounts because of the fees they also generate from consulting, tax and deal advisory work.

The firms have rebuilt their consulting arms since initially selling them off after the collapse of US energy company Enron in 2002, which led to the demise of auditor Arthur Andersen and reduced the Big Five to the Big Four.

Senior partners at EY have been discussing their options for a restructuring of its global operations, according to three people with knowledge of the matter.

The plans envisage an audit-focused firm being separated from the rest of the business, the people said.

Such a move would result in two separately-owned businesses and would represent a far more significant change than the more limited operational separation of the Big Four’s UK audit and advisory functions agreed after corporate scandals at retailer BHS and outsourcer Carillion.

The exact structure of the shake-up remains under discussion, one of the people said, and any overhaul would require a partner vote and broad agreement from the individual national member firms that form EY’s global business. The potential split was first reported by Michael West Media.

Mergers and acquisitions within professional services firms are notoriously difficult to pull off because of the need to build consensus among the individual partners that own and run the businesses in each country.

EY, which employs 312,000 people in more than 150 countries, is structured as a network of legally separate national member firms, which share a brand and technology as part of a contractual agreement.

EY’s leaders are still trying to find an exact structure that “works for everyone”, one of the people said.

The process could take “many months” and it was not yet certain that a dramatic restructuring would proceed, the person said but acknowledged the changes would be significant if they are voted through.

“We want to lead the profession on a new path,” the person added. “We do realise that it will change the profession.”

A break-up would be a sharp change of position by EY, whose previous global chief executive Mark Weinberger hit out in 2018 at calls for the Big Four to be broken up over concerns about a lack of competition.

EY did not immediately respond to a request for comment.

FT : BT/Altice: Drahi stakebuilding is worthy of M&A watchdog’s scrutiny

BT/Altice: Drahi stakebuilding is worthy of M&A watchdog’s scrutiny
Leveraged private investment vehicles do not look like natural owners of national telecoms infrastructure businesses

National security now depends on internet connections as well as military hardware. No surprise then that the UK government is using newly enshrined powers to investigate the acquisition of a putative 18 per cent of BT shares by French billionaire Patrick Drahi. A standstill preventing his vehicle Altice from launching a takeover bid for the UK telecoms business expires next month.

There is no reason to suspect Drahi of any wrongdoing. He is a telecoms investor of many years standing. But it is reasonable for the UK to take a closer look at his stakebuilding exercise in BT, whose subsidiary Openreach runs the telecoms network most other operators plug into. State hacking and controversy over telecoms equipment made by China’s Huawei have highlighted risks to national communications networks.

Big telecom operators, usually incumbents that began life as state-owned monopolies, are seldom foreign-owned. Fears of that eventuality prompted governments to retain blocking votes after privatisation. The UK gave up its golden share in BT in 1997. 

True, telecoms champions in smaller countries have succumbed. Portugal Telecom was acquired by Altice for €7.4bn in 2015. Denmark’s TDC is partly in private equity hands. Mobile operators switch owners with abandon; half the UK networks are now owned overseas.

Altice is however a worthier target for the scrutiny of the UK’s new state M&A watchdog than Newport Wafer Fab, a small semiconductor group bought by a Dutch subsidiary of China’s Wingtech.

The National Security and Investment Act’s mandate does not explicitly extend to the technicalities of Altice’s interest in BT. Altice says it owns the shares outright, without sharing any other detail. But the investment vehicle’s acquisitive strategy and its buyout from public markets has left it with a hefty debt pile - €28.5bn at the end of the third quarter 2020, prior to delisting, or five times gearing. 

That would make it harder to fund a cash outlay of more than £3bn required to buy 18 per cent of BT. This has triggered City speculation whether Altice is partially relying on derivatives and stock borrowings.

There is nothing wrong with leveraged private investment vehicles. But they do not look like natural owners of national telecoms infrastructure businesses - particularly one embarking on a costly build-out programme.

FT : Former KPMG partner and ski chalet bankrupt sues law firm over job loss

Former KPMG partner and ski chalet bankrupt sues law firm over job loss
Graham Martin claims Herbert Smith Freehills caused him to lose his job by tipping off KPMG about his debt problems


A former KPMG partner who went bankrupt after investing in French ski chalets is suing law firm Herbert Smith Freehills for allegedly causing him to lose his job by tipping off KPMG about his debt problems when he asked for legal advice.

Graham Martin, a partner at KPMG Singapore, asked Herbert Smith to represent him in July 2017 after lenders secured a worldwide freezing order against him and sued for debts of £3.26mn linked to his investment in three chalets in Chamonix.

Martin has filed a £22mn legal claim against Herbert Smith in the High Court in London after it shared details of his risk of bankruptcy with KPMG — a client of the firm — which he alleges caused him to lose his job.

In court documents seen by the Financial Times, Martin said Herbert Smith had opted to “please and procure favour” with its long-term client KPMG “rather than comply with its duty of loyalty” to him. Martin accused Herbert Smith of breach of fiduciary duty, negligence and breach of confidence.

Herbert Smith, which turned over more than £1bn in the year ended April 2021, is among the largest international law firms based in London.

The firm said: “We are confident that Mr Martin’s claim has no merit and the firm will defend it vigorously.” It will file its defence to the claim next month.

According to the claim, Martin hired Herbert Smith in a personal capacity in July 2017 to fight a legal action brought against him by lender Creditforce after he borrowed money to develop the chalets, which later contributed to his bankruptcy.

Martin, a restructuring adviser at KPMG Singapore, asked Herbert Smith partner John Corrie to defend him in a High Court hearing about the freezing order.

The lawsuit alleges Martin told Corrie he did not want KPMG to know about his financial situation until he had reached a settlement with Creditforce, but that on the same day that Martin sent him papers relating to his debts, Corrie told KPMG’s London office about his client’s debt problems and subsequently told them that the freezing order was in place.

KPMG then passed this information to its Singapore office, including the risk Martin would be made bankrupt.

Martin’s legal claim summarises Herbert Smith’s position as being that Corrie explicitly received Martin’s consent to tell KPMG that the firm was intending to represent him regarding the debt issues — something Martin denies. Corrie is not named as a defendant in the case.

After KPMG Singapore was told about Martin’s financial situation, he was called into a series of meetings with the firm’s management, at which he requested time off, before he was stripped of his leadership positions, according to his claim.

Martin, who reached a settlement with Creditforce in this period, said he attempted suicide after being removed from his leadership roles.

He claims he was left with no option but to resign in February 2018 and that he could have kept his job if he had been able to break the news of his financial situation to KPMG himself after he reached a settlement with his lender.

He was subsequently made bankrupt in June 2018.

Corrie, Martin and KPMG declined to comment.

>>> US Gapping down

Gapping down
In reaction to earnings/guidance
:

  • NTNX -37.4%, SNOW -12.4%, ZUO -9.4%, VSAT -6.3%, NVDA -4.7% (also increases and extends share repurchase program to $15 bln), MDT -3.4%, DXC -2.9%, ZTO -2.4%, BOX -1.8%, LU -1.5% (also also CFO to retire)

Other news:

  • AVDL -15.7% (received a proposed final label and medication guide for FT218 from the FDA)
  • BBIG -10.6% (delays distribution date for Cryptyde spin-off)
  • DDOG -4.8% (in sympathy with SNOW earnings)
  • MIRM -4.7% (stock offering)
  • HQI -3.8% (files for $100 mln mixed securities shelf offering)
  • ADC -3.7% (prices offering of 5.0 mln shares of common stock at $68.65 per share)
  • NRIX -2.1% (announces positive dose finding data in chronic lymphocytic leukemia and advances NX-2127 to next phase of clinical development)
  • AMD -1.2% (in sympathy with NVDA earnings)
  • AVGO -1% (acquires VMW; also reported earnings)

Analyst comments:

  • ASGN -4.2% (downgraded to Market Perform from Outperform at BMO Capital Markets)
  • PUMP -2.3% (downgraded to Underweight from Overweight at JP Morgan)
  • TBI -1.7% (downgraded to Market Perform from Outperform at BMO Capital Markets)
  • CAH -1.6% (downgraded to Equal Weight from Overweight at Barclays )
  • CMCO -1.3% (downgraded to Neutral from Overweight at JP Morgan)
  • CNC -1.2% (downgraded to Neutral from Buy at BofA Securities)

>>> US Gapping up

Gapping up
In reaction to earnings/guidance
:

  • M +13.2%, DLTR +12.7%, DG +11.1%, WSM +8.4%, MOD +8%, BKE +7.2%, SPLK +6.7%, BIDU +5.6%, TITN +5.6%, BABA +4.2%, ELF +3.8%, MANU +3.5%, GES +3.4%, ENS +3.1%, BRC +2.5%, JBLU +2% (guidance), LUV +1.5% (guidance), BZUN +1.4%, CHNG +1.1%, CM +0.9%

Other news:

  • AKTS +6.1% (suspended sales under its previously-announced "at the market" equity offering program in light of current market conditions)
  • RETA +6% (announces FDA filing acceptance and Priority Review Designation for the NDA for omaveloxolone for the treatment of patients with Friedreich's ataxia; PDUFA date November 30 2022)
  • TWTR +5.6% (Elon Musk increases commitment in takeover bid to $33.5 bln; also reaches settlement with DOJ and FTC to pay $150 mln in civil penalties for alleged data privacy violations)
  • RH +4.2% (in sympathy with WSM earnings)
  • W +3.4% (in sympathy with WSM earnings)
  • LEGN +3.4% (receives conditional approval for CARVYKTI by the EC)
  • BBBY +2.8% (in sympathy with WSM earnings)
  • TSLA +1.7% (Elon Musk increases commitment in takeover bid of TWTR to $33.5 bln)
  • VMW +1.5% (Broadcom (AVGO) to acquire VMware for ~$61 billion in cash and stock)
  • HYLN +1.3% (receives Hypertruck ERX order from Holcim)
  • HMN +1% (authorizes new $50 mln share repurchase program)

Analyst comments:

  • ALHC +3.8% (upgraded to Buy from Neutral at BofA Securities)
  • CI +1.7% (upgraded to Neutral from Underperform at BofA Securities)

Recode : WeWork co-founder Adam Neumann’s new crypto project sounds like a scam

WeWork co-founder Adam Neumann’s new crypto project sounds like a scam within a scam
Turning carbon credits into crypto won’t fix climate change.

Adam Neumann is back. The cofounder and former CEO of WeWork and subsequent subject of the podcast-turned-TV-series WeCrashed now says he wants to fix climate change — with crypto.

Specifically, Neumann wants to put carbon credits on the blockchain. But making carbon credits easier to buy and sell does nothing to solve the real problem with carbon credits and offsets, which is that they’re broken. More easily trading a broken product doesn’t make it any less broken.

Neumann’s new company is called Flowcarbon, and it has big ambitions, which will be backed by $70 million from the crypto arm of the venture capital firm a16z. On its website, Flowcarbon says that the current system of buying and selling carbon credits is built on an “opaque and fractured market infrastructure” and that the carbon credits themselves have “little liquidity, accessibility, and price transparency.” In other words, the problem is the carbon credit market, and the way to fix it is by making it easier to trade carbon credits.

This is a classic argument for a crypto company, by the way. The answer for everything in the crypto world seems to be greater commodification. But when it comes to saving the planet (as with most things in life), that’s not necessarily true.

Carbon credits and offsets are two sides of the same coin, and the terms are often used interchangeably. A carbon offset refers to a project that reduces carbon dioxide emissions (preserving forests is a popular one), and carbon offsets generate carbon credits. And both trade in units that represent one metric ton of carbon dioxide. Flowcarbon is supposed to work through the creation of a new crypto token, called the Goddess Nature Token, or GNT. Those tokens would represent carbon credits, and Flowcarbon users looking to trade carbon credits would do so by buying and selling those tokens.

That second part has the potential to be problematic: Unlike stocks or cryptocurrencies, carbon offsets ultimately need to be taken off the market in order for them to have any lasting, traceable impact on a company or individual’s carbon footprint. Google, for example, “retires” any carbon offsets it buys, putting a stop to the trading so nobody else can claim their climate benefits. (How effective those offsets ever were is debatable.) Flowcarbon users have the option to retire their tokens, redeem them for classic carbon credits off the blockchain, or keep trading them. If a Flowcarbon user were to keep the carbon, well, flowing by trading away their carbon credits, they can’t claim to have offset any of their own emissions.

“I think they’re trying to solve something that’s not a problem,” Robert Mendelsohn, a professor of forest policy and economics at Yale, told Recode. “The kinds of things that blockchains are good at, which is sort of just making sure nothing gets lost, isn’t really a problem with the current market. That’s not where they’re broken. Where they’re broken is the credits themselves may not actually be causing any reduction in carbon.”

As my colleague Umair Irfan wrote in 2020, one of the key principles for making a good carbon credit is “additionality,” or ensuring that a carbon offset project will actually lead to a reduction of emissions that wouldn’t have happened otherwise. This is trickier than it sounds: A 2020 Bloomberg investigation found that carbon offsets sold by the Nature Conservancy, one of the largest environmental nonprofits in the world, were based on forested properties that likely would have been preserved even without extra funding. In other words, the emissions reductions from those trees would have happened anyway, making them invalid as carbon offsets.

That’s just one example. Carbon credits and offsets frequently miss the mark, and in some cases can even cause additional harm to forests. Carbon offsets that don’t provide any additional emissions reductions allow companies who buy them to claim they’ve made a difference to their carbon footprint without having any real impact. “They haven’t offset anything,” Mendelsohn explained. “They’ve just got this worthless piece of paper saying they got a credit. You could put that credit onto the blockchain, and it would be just as worthless.”

It’s not exactly clear how Flowcarbon would actually make carbon offsets more useful or trustworthy. Nicole Shore, a Flowcarbon spokesperson, said in an email that the credits backing the GNT “follow the criteria of the global carbon market” and come from one of four large carbon credit registries. The company also says the carbon credits behind its token have been “certified,” but it doesn’t detail how that certification process happens, or if it has a verification system that’s any different from the current carbon credit market.

The difficulty of verifying carbon credits means it can take a while for more of them to come on the market. As more companies become interested in purchasing credits to offset their emissions, that can create a bottleneck.

“The problem with the current markets is nothing to do with how we can trade these more effectively,” said Anil Madhavapeddy, who is an associate professor of computer science and technology at Cambridge University and the director of the Cambridge Center for Carbon Credits. “We just do not have enough supply.”

Madhavapeddy, like Flowcarbon, is working on building a blockchain-based solution for carbon credits. But unlike Flowcarbon, he isn’t interested in building a marketplace for those credits. Instead, he’s focused on verifying they’re real by using satellite imagery and remote sensing technology to monitor carbon offset projects around the world and recording the results on the blockchain. Madhavapeddy hopes that technology will make it easier to get more carbon credits on the market more quickly.

Instead of building a whole new marketplace for carbon credits, for now, Madhavapeddy just wants to help ensure that those credits are based on something that will have a real impact. “Because the supply is so constrained, you don’t need to tokenize all these things,” Madhavapeddy told Recode. “It takes years for new (carbon offset) projects to kick off, so every marketplace constructed right now is just shuffling the same old pieces around.”

Crypto’s climate credit gold rush isn’t going unnoticed by the traditional players in the market, either. Verra, the world’s largest carbon-offset registry, announced this week that it will no longer allow its credits to be used as the basis for crypto tokens. Active crypto markets for carbon credits, Verra said, create too much confusion over who should get final credit for carbon reductions.

Once carbon credits become more readily available — and verifiably trustworthy — it’s possible companies like Flowcarbon could be key to making carbon credits and offsets more easily accessible to regular folks who are interested in offsetting their carbon emissions. But let’s not forget what happened last time Adam Neumann promised big things when founding a company with a questionable business model. WeWork speculated on how flexible our relationship with our built environment could be, and while it remains to be seen if Flowcarbon is any different, we can’t afford to leave our relationship with the natural world open to similar speculation.

Commodifying nature is part of what led us to our climate mess in the first place. Perhaps it’s time to learn from our mistakes.