Thai company set up under 49/51 foreign/Thai split

He set up a company to administer the restaurant with paid-up capital of 20 million Thai baht (611,000 US dollars), which seemed more than enough for an initial investment and working capital. Because of the Thai regulations on foreign business ownership, he paid 49% under his own name and positioned his wife, Yingluck, as a 51% Thai nominee. All correct legal processes were apparently followed.

Thai wife manages chain as hubby hits the links

The day-to-day business of the outlet was managed by Yingluck while Kobayashi played golf on most days. The restaurant became very popular and expanded into several branches, all funded by the re-investment of profits.

Business, marital divorce leave proud investor with zero

Kobayashi was now very proud of his investment and celebrated by playing even more golf. This displeased Yingluck as he was not pulling his weight with any work on behalf of the restaurants. Disappointed with Kobayashi’s laziness, Yingluck sought a divorce, aided by her lawyer, Somchai. Somchai insisted that, in line with the registered shareholdings, 51% of the business should go to Yingluck, and 49% to Kobayashi. Of course, he was unhappy as Thai law supported Yingluck.

No one helps once-happy restauranteur get any return

Now he is left wondering when and how he can sell his 49% shareholding to someone willing to buy. Since the divorce, no one has come forward to buy his shares. No dividends have been paid to him. Rather large bonuses have been paid to directors, but he is now not a director. Meanwhile, the restaurant chain has gone from strength to strength in profitability and size. It turns out Kobayashi’s investment risk, inaction, the legal framework in which he was operating, and the lack of a path to sell his shares will leave him waiting for his return on the investment forever. To rub soy sauce in his wounds, his heirs might even be levied an inheritance tax on his holdings.

Andrew’s takeaways – Avoid these errors to become a better investor

Don’t start a business that’s illegal from the start

Many countries, including Thailand where this story occurred, have limits on the foreign ownership of companies. You may find it very common for foreign investors to set up structures suggested by lawyers to overcome these laws. But no matter how safe they may feel; the reality is that most of these structures go against the intent of the law. Of course, many people operate these kinds of businesses for decades with no problem. But if things go wrong, such structures can fall apart. In this situation, the structure was legally snatched away from this golf-hungry Japanese investor.

Nobody’s going to make money for you forever

You may find yourself in a situation where you are investing with someone who is doing a great job with your money. When faced with such a situation most people stop monitoring that investment. And eventually, things go wrong. In the above story, the investor felt comfortable and confident that his business partner (his wife) would be looking out for his interests, but eventually, things turned sour.

Be careful about doing business in a country you don’t know

It may seem exciting, and the opportunity may seem great, but doing business in a foreign country can be disastrous. Without deep knowledge of the language and the culture, things could be happening around you that you don’t even understand. It doesn’t mean it’s impossible to be successful, I have had my share of success in Thailand, but it means the trust between business partners is even more critical. Trust is probably the most important thing needed to be successful in a foreign country. Make sure to surround yourself with people you trust.

It rarely makes sense to go into business with your wife

It’s not impossible, and I’ve heard of success stories, but success in business with your spouse brings a whole new level of pressures and stresses on your relationship. The emotional roller coaster of business can be amplified by the personal emotions experienced by both of you. My advice? Enjoy your time in business and enjoy separate time with your spouse.

Our CoffeeWORKS story

How we made a partnership of friends work

Against all odds my best friend Dale and myself together built CoffeeWORKS. We are proof that doing business with friends can sometimes work. Three things helped us stay together: that we were in a foreign country so we really had to rely on each other, that from the beginning we said we would put our friendship above money, and finally that we agreed to place “principles before personalities”. This last point meant that if we were in a discussion about the strategy for the company that we agreed it was not all about one of our opinions winning. We both accepted the fact that we would be better off in the long run if we were able to compromise rather than try to “win” in a discussion. Over the years, our staff has witnessed our heated debates, but they always heard us say that we place “principles before personalities”, and therefore they saw us stop and come to a final agreement each time.

Mistakes in this story

1. Failed to initially research

• Inadequately researched type of investment
• Lacked knowledge of regulations

2. Failed to properly assess and manage risk

• Failed to diversify
• Bought an illiquid investment
• Lacked influence over management

5. Failed to monitor their investment

• Abdicated responsibility for their financial future

6. Invested in a start-up company

• Invested in a start-up that lacked a clear leader
• Invested in a start-up that lacked various sources of funds
• Invested in a start-up that lacked a clear business plan
• Invested in a start-up that lacked adequate financial controls

The post Silent Restaurant Partner Finds His Voice Too Late After Too Much Golf appeared first on My Worst Investment Ever.

I invested in a company operating in a dominant position of its segment within China’s processed–food chain. I liked the investment idea based on the theme that processed food consumption typically rises alongside a country’s rise in income and urbanization. We see this play out when branded products on the shelves of the modern food retail networks replace wet markets, butchers and greengrocers (produce markets). 

Business model in one country may not work in another 

This investment theme had worked very well in Europe around 20 years earlier. Back then it was more about industry consolidation and increased raw-material-pricing power. China appeared to have a massive, organic market for the taking.  

Long list of good reasons for investing can make investors blind to the bad 

The main points on which I was basing my investment were: 

• The company was already operating in its home market with scale advantages and market share in the early stages of the industry’s development. 
• Its position relative to customers was on the comfortable side of one-to-many. There were even benefits of customers consolidating their own industry in a massive conversion of traditional localized players to a modern branded and national platform. This rapid modernization accelerated the drive to reach every urban wallet in tier one and tier two Chinese cities.  
• The company was hitching a ride to a more expansive distribution channel. Its move could hardly be better. It could let the consumer brand owners deal with growth, brand goodwill, and marketing expenses. All it seemed to need to do was budget for expansion to match its customers’ volumes and keep the product quality good enough not to be rejected. 
• Its position relative to suppliers was also favorable. It was the main buyer from several producers of what was largely a by-product or discarded waste product. 
• There were no competitors using its technology in the domestic market, certainly none at the same scale, so the company had major market advantages. 
• Already operating in China, it was running at the lowest point of the international cost curve. Foreign competitors entering the market would have to be prepared to subsidize their China ventures for years to gain serious market share.  What did it matter?   
• This company was trading in the stock market at a very low price-to-earnings ratio (PE) multiple. If the international players drew attention to their activities in China, this company would only be undervalued. 
• The company clearly had growth, but its margins were super impressive: EBITDA was more than 40%, especially when compared to the low-capital-intensive production and the low volatility of demand from consumer growth. Consumption per capita was tiny compared to every other country at higher levels of per capita income. 

The positives outweighed the doubts  

This stock was one to buy and lock away, for sure! Well, that’s not how it turned out. With so much in the future looking so favorable, it was easy to overlook the high proportion of variable costs, especially fuel.  Sales were up, margins were high, so why be concerned with operating leverage?  

After about two years on from listing, management appeared to be delivering consistently. Enough in fact to overlook murmurs of the controlling shareholder and chairman dabbling in property ventures and the loans to directors that were rising over time. Other investors by this time had been reacting favorably to the story. There was a nice re–rating of the PE multiple. Earnings and price had favorable momentum and the brokers who covered this mid-market company loved the stock. 

But then, the momentum broke. 

Penny drops as management’s dark deeds and subsidiary failures hit main company  

The main shareholder had been more than dabbling in other business activities and more than just borrowing funds from the company. Furthermore, other company ventures were rapidly becoming liabilities and infecting the core business.  Worse still, material parts of the company’s business simply did not exist. The auditors, it turned out, had been complicit and, for whatever reason, chose not to speak truth to power, or in this case, patron, and went along with the deception. 

Amid tainted-food scandals, clean firms flourish but buyers walk from this one 

Meanwhile, the branded food processors were derailed by Chinese food-tainting scandals. The trends in consumer income, urbanization and modern distribution networks all continued to grow in quantum leaps, but this company’s products and share price were no longer rising in line with those complementary conditions. The trend could continue happily without this company or its suppliers. Consumers always have the ability to change their tastes and preferences. 

The stock went from a home run to only one cent on the dollar. It can happen so easily when you’re busy doing other things. 

Emotional about stock, investor ignored ‘lover’s’ flaws 

When we fall in love, we are willfully blind to the defects in the object of our affection. Picking stocks or owning companies can never be a love affair. There can be passion but only if it is a metaphor for our determination to be thorough in our research and mindful of the shortcomings of our own assumptions. But even then, a single company is rougher territory than the maps we draw in our minds of macro trends. 

Andrew’s takeaways – Avoid these errors to become a better investor 

Corporate governance damage can come out of nowhere 

Corporate governance events, where managers or owners act against the interest of minority shareholders, can happen with any company. There are two main types of corporate governance situations. The first is where the market is already aware that the company has poor corporate governance. This knowledge would come from observing the actions of the owners and management. The second case is when corporate governance events surprise and come from out of nowhere. 

Much less is lost when bad corporate governance is already ‘in the price’ 

If a company is already known for its poor corporate governance, then we can say that this is “in the price”, meaning, bad corporate governance in the past has depressed the price of the stock. Many investors would avoid this stock, but some would be willing to trade on the belief that the price cannot go any lower. They believe that investors have overly punished the company’s stock price and there is a chance to make money with the stock going up. 

The corporate governance event that matters is the one you won’t know 

But the corporate governance event that will hurt the most is the one that happens at a company where nobody expected it. This pain is because it will have the most damaging impact on share price when that event hits the market. This type of situation is almost impossible to detect before it happens. And you cannot always rely on financial professionals to warn you. There are various reasons why they may not raise a red flag, even if they start to get suspicious. 

A stop loss is one option to protect against corporate governance events 

Though most long-only fund managers are not interested in stop loss as a risk management tool, it does have some value in the case of corporate governance. One idea is to set a stop loss that’s deep enough that it would only be triggered by a serious bad corporate governance event. In my case, since I view stocks more quantitatively these days, I am okay with putting on a stop loss on each stock when I buy it. When the stock price hits the stop-loss price I sell; it doesn’t matter to me whether it is a corporate governance event or some other negative factor. 

Mistakes in this story 

2. Failed to properly assess and manage risk 

• Failed to consider cultural issues (in Asia, saving face, fear of giving bad news)  
• Lacked influence over management 

3. Driven by emotion or flawed thinking 

• Let emotions drive their investment decisions 
• Got too emotionally attached to an investment 

4. Misplaced trust 

• Failed to review a person’s history and references 

5. Failed to monitor their investment 

• Failed to review investment strategy regularly 

6. Invested in a start-up company  

• Expected idea from other country or region to work 

The post Single Stock Not Best Choice for Long Position on Macro Trend appeared first on My Worst Investment Ever.

In early 2017, I was shown an opportunity to invest in a US$6.5m simple agreement for a future equity (SAFE) note issued by BuildDirect.com Technologies Inc., a $1bn Canadian e–commerce company. 

All of business’ facets looked solid 

My client had made previous investments in the company and had a strong conviction in the team, the company, the market and this “new marketplace” opportunity. The company sells heavy construction supplies, such as tiles and granite, to contractors and home-improvement enthusiasts. 

Confidence builds when following ‘the smart money’ 

BuildDirect claimed to have developed an intelligent system to pre–position products in hubs around the country to cut the costs and time of delivery.  We were also confident because we were supposedly following “the smart money” – a major Canadian pension fund and other Silicon Valley venture capital firms were also investing. 

Many factors point to a ‘sound’ investment 

We were excited about the model; its artificial intelligence (AI) platform and the business opportunity and history of the company, which was 16 years old and had been grossing more than C$150m (US$120m) a year in revenues. We also had clients that used the company’s services.  We made the investment, which was around US$650,000. Within a few months we were notified that, as expected, our debt had been converted to equity. 

Ten months later, we learned that the CEO had been fired/asked to resign. He was the architect of the whole “marketplace” idea. Weeks later, we learned that the company had entered into receivership. It appears now to be a total loss. 

Even good ideas can lead to a premature fall 

Established companies can fail swiftly and dramatically. This company developed a very clever online marketplace, however they were utterly unable to execute it and ended up angering and losing their existing and long-standing vendors. 

Andrew’s takeaways – Avoid these errors to become a better investor 

Don’t blindly follow the smart money 

Just because big fund managers are buying into a company does not mean that those fund managers are right. They could just as much be wrong. Don’t take any comfort that you are investing with the “smart money”, meaning the professional investors. They are often under career pressures and other pressures that can lead them to bad decisions. If you want to invest, take the time to build your style and plan, and then follow it. An individual has considerable advantages compared to the pros. 

Have an exit plan 

No matter how good the investment is, no matter how experienced the others who you are investing in are, and no matter how much research you have done, always have an exit plan. Investing involves too much uncertainty; having an exit plan allows you to pre-plan what you will do when things go wrong. 

Mistakes in this story 

1. Failed to do their own research 

2. Failed to properly assess and manage risk 

• Assumed past performance would continue 
• Bought an illiquid investment 
• Lacked influence over management 

3. Driven by emotion or flawed thinking 

• Let emotions drive their investment decisions 
• Were driven by FOMO 

5. Failed to monitor their investment 

• Failed to review investment strategy regularly 

6. Invested in a start-up company 

• Invested in a start–up that lacked various sources of funds 

The post How Poor Execution Turns a Great Idea into the Worst Investment appeared first on My Worst Investment Ever.

CEO and board dysfunction prove damaging

The investment appeared to promise a potential 500% return over three years. Two years later, it was looking as though we would be lucky to recoup any of our capital. The company had a dysfunctional board that lacked diversity and was very confrontational. There was also a bad decision made over the choice of chief executive. This CEO had invested in the business but worked part-time and blamed everyone else for his failings.

Poor marketing, resourcing, and grasp of legal landscape

Moreover, there was no clear marketing strategy or resourcing, which had an impact on sales. The final straw was the company’s failure to anticipate regulatory changes driven by an attack on the company’s after-hours business model by the day clinic/general practitioner political lobby group.

It was all very sad but with it came a big lesson. To avoid failure in the early stages of starting a business, make sure to put the basics in place.

Andrew’s takeaways – Avoid these mistakes to become a better investor

Putting money in is not the problem, it’s getting it out that can be trouble

Investing in unlisted private companies poses a unique challenge because it is very difficult to exit when you are no longer satisfied with management.

A minority stake in a company means when it comes to the crunch, you have no voice

Another risk in owning a minority stake in any company is that, as a minority, you do not influence the way the business is run. When you are an employee, there are times when management will offer for you to earn shares in the company instead of pay. My advice is generally to avoid such an offer. This is because you will have no control over the management of the company, you will have deferred your compensation, and, if things go wrong, there may not be a buyer for your shares.

In this story, the investor suffered because they had no control over the board or the management. An exception to my advice on not owning shares is if an established company offers additional compensation through shares as an incentive program; particularly when the company sells those shares to employees at a discount. But in such a case, be careful of building up too much of your wealth in one investment; if things go wrong with your company you could lose your job and your wealth, a double whammy!

Ability to depend on the expertise of a company’s leaders is crucial

Another risk to consider is that of the changeover of management. This was risk arose in this case when new management took over a family-run business. In such cases, investors expose themselves to the risk that the new management is unable to make the business successful. The lesson is to stick to proven management if possible.

Avoid investing in people you just don’t know

Another danger in this story is the risk of investing in people you don’t know, the new management. Be very careful in situations in which you are investing in people you don’t know. If you insist on doing it, make sure to do your research on the peoples’ past decisions and relationships.

Mistakes in this story

1. Failed to do their own research

• Lacked knowledge of regulations
• Let things get too complicated

2. Failed to properly assess and manage risk

• Bought an illiquid investment
• Lacked influence over management

4. Misplaced trust

• Failed to review a person’s history and references
• Were overconfident in an unproven management team

Learn about the six ways you will lose your money and how to avoid them here.

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