Sunday, April 13, 2014

In Loco Parentis

Kids: can’t live with ’em, can’t sell ’em for theater tickets.
“You know, Mrs. Buckman, you need a license to buy a dog, or… drive a car. Hell, you need a license to catch a fish. But they’ll let any butt-reaming asshole be a father.”


One of the advantages of being a sole pseudonymous proprietor of an obscure online opinion emporium—insulated from the interference of officious editors, hypersensitive advertisers, and unhinged commenters still seething over the unflattering piece I posted about their dipsomaniac uncle six years ago—is the freedom to write whatever I will. Periodically then, this freedom licenses me to post explanatory articles which illuminate often obscure features or issues about my chosen profession which, to be perfectly honest, will be of little interest to most of you Charming Visitors.1 So unless you would like to learn a little bit more about the current regulatory environment surrounding mergers & acquisitions, I suggest you skip over this entry and revisit the latest internet outrage du jour on Gawker or Slate, instead. Or better yet, read a book.2

The impetus for this post is the release, this January, of what is known in the trade as a “No-Action” letter by the SEC in response to a formal inquiry by a gaggle of M&A lawyers. Now in layman’s terms, a no-action letter is simply a formal statement by the SEC that, under a certain limited set of circumstances as laid out in exhaustive detail by the petitioners, it will choose not to enforce existing securities laws. In the particular instance under consideration, the no-action letter effectively eliminates the existing requirement for advisors who participate in mergers and acquisitions involving private companies to be registered as broker dealers with the SEC.

Now Charming Visitors like you, I am sure, can just imagine how this news was received among certain shouty quarters of the internet and associated environs:
“Wall Street Banksters Celebrate
SEC Trashcanning of Investor Protections
Over Lavish Meal of Roast Baby Seal,
Fricasséed Retirees’ Dreams”

Fortunately—or unfortunately, perhaps, if you are one who prefers to keep her mental map of the financial system conveniently colored in morally unambiguous shades of black and white—I am here to reassure you that baby seals and investor dreams face no greater threat than they did before, and this particular instance of deregulation running, as it were, against the tide of increasing regulation in the brave new world of Dodd Frank makes eminent and prudent regulatory sense.

* * *

It will help me make my case if you understand the historical background of the existing regulation which the SEC has decided to waive enforcement of. Historically, as you might expect from an organization entitled the “Securities and Exchange Commission,” the SEC has been particularly concerned with the regulation of anything and everything to do with securities. Simplifying greatly for the non-lawyers in my audience, the SEC has traditionally said that any financial intermediary who participates in the origination, solicitation, negotiation, marketing, or general fricaséeing of a security and gets paid a fee for doing so (i.e., all of us) is required by law to register as a broker-dealer. In other words, if you make money assisting the transfer of securities from one party to another–whether by making a market in secondary shares, underwriting a new bond issue, or selling companies—you need a license. What may not have occurred to you is that the securities of private, non-publicly-traded companies count as securities under the SEC’s purview, too. And M&A transactions, which usually involve the purchase, transfer, or exchange of securities for cash and/or other securities, definitely count.

Given the SEC’s mandate to protect investors, this makes eminent sense when M&A involves companies with publicly-traded securities. After all, if there are public securities involved, somewhere or other a widow or an orphan is likely to get caught up in the deal, and nobody—least of all the SEC—wants nefarious unregulated doings clouding the pale and fevered brows of said Ws and Os. At least not publicly. Of course pure M&A advisors almost never handle customer funds or securities—a big hot button for the widow and orphan protection unit—and they rarely provide financing for the transaction, unless they are one of the monster integrated investment banks intent on sucking more fees out of their clients’ wallets by lending their own balance sheet to the equation. But the overarching presence of public securities is as probably as good a reason as one can muster for the licensing of M&A advisors who participate in transactions involving public companies, even if it might be considered, for various reasons, a bit of overkill.

But the inclusion of M&A deals involving purely private companies under this licensing requirement has never made much sense. I will allow the helpful lawyers at Morrison & Foerster to explain:

The application of the broker-dealer regulatory framework to private company M&A advisers has always been somewhat awkward. Much of that framework is designed to protect customers against abusive sales or trading practices and to ensure that customer funds and securities are safeguarded. However, in the typical private company M&A transaction, the terms of the deal are negotiated directly by the principals with assistance from their financial and legal advisers. Unlike the customer who buys or sells stock based on a brief conversation with his broker, the owners of a private business are generally very involved in the negotiation process, which may take place over a period of weeks or months. Moreover, the financial intermediary never touches the customer’s funds or securities. The “broker” in private company M&A transactions functions essentially as an adviser to its client and its role bears little resemblance to more traditional broker-dealers.

This, I can tell you from long and painful experience, is absolutely true. The principals in a private company transaction are either other companies or financial sponsors, all of whom tend to be very experienced in doing M&A themselves and/or are protected by the advice and counsel of armies of very experienced lawyers, accountants, and professional M&A advisors like me. We take oceans of time for due diligence and negotiate the everloving crap out of every possible term of these deals six ways from Sunday. The notion that an average billion dollar corporation or financial sponsor with a three billion dollar fund needs the indirect, implicit investor protection that a broker-dealer license from the SEC purportedly conveys to its M&A advisor when it purchases a $25 million dollar business is patently ludicrous.

But historically the SEC has been a big fan of one-size-fits-all legislation: what’s good for Aunt Millie is good for Steve Schwarzman. I have complained in the past that the conflation of retail and wholesale finance under one legislative rubric structurally designed to protect the widows and orphans of 1933 and 1934 from boiler room operations is just silly. Financial transactions among professionally advised, intimately involved, professional principals like corporations and financial sponsors just should not be treated in the same way as Aunt Millie’s purchase of a mutual fund from her stockbroker Chuck. And M&A deals, both public and private, definitely count as the former.

* * *

The prior restrictions were not without negative effects, by the way. In order to satisfy the rules, M&A brokers who wanted to actively advise their clients often had to twist the transaction structure into an asset sale, thereby avoiding the requirements triggered by the involvement of securities, whether that was the most financially efficient structure or not. Or they simply ignored the law, in the hopes that the SEC would look the other way. In the latter case, their clients usually shrugged indifferently, since they knew they were fully protected by intensively negotiated legal engagement contracts and fully applicable anti-fraud provisions under the law anyway. Most aficionados of jurisprudence will tell you a law which only encourages scofflaws or evasion is bad legislation.

Lastly, the prior regime enforced a very inefficient structure in the market for private company M&A. In order to comply with the law, many individual advisors or small boutiques which could do M&A either had to associate with an existing licensed broker-dealer or apply for a license and maintain ongoing registration themselves. This, for smaller outfits, was not trivial, costing potentially hundreds of thousands of dollars up front and entailing substantial ongoing reporting obligations, dedicated compliance and administrative personnel, and non-trivial financial expense. It likely substantially curtailed the establishment of small independent advisors who otherwise wanted to and could provide professional advisory services to privately held companies. The outcome of this regulatory barrier to entry, of course, has probably been higher prices for customers who want to do M&A.

So I congratulate the SEC for finally seeing the light of intelligent market regulation in the M&A world. No true investor protections have been lost, and barriers to entry in a high cost service industry have been lowered at a stroke. Who knows, maybe this is the start of a new era of intelligent regulation of financial markets, not more regulation.


Related reading:
United States Securities and Exchange Commission, No-Action Letter Dated January 31, 2014
Morrison & Foerster LLP, Private Company M&A Brokers Don’t Need to Register With the SEC as Broker-Dealers (February 6, 2014)
You’re Doing It Wrong (October 22, 2011)

1 This, of course, incorporates the perhaps heroic assumption on my part that anything I write here is of interest to more than zero of you. But, since this is my website, I can damn well assume as much such nonsense as I choose. So take it as given.
2 I hear some mid-range Princeton author has an inflammatory new book out about Wall Street traders who like to expose themselves in public that’s getting a lot of press. Flasher Boys, or something like that.
3 In the isn’t-it-interesting-what-a-coincidence department, the SEC no-action letter comes at a time when legislation is currently wending its way through Congress that would enshrine the exemption of M&A advisors from broker-dealer registration requirements in actual law. The original bill, H.R. 2274/S. 1923, and the omnibus bill which incorporates it, H.R. 4304, incorporate virtually the same exemptions from registration as are included in the no-action letter, with the slight addition of size limits for transactions. Note that neither the no-action letter nor the proposed legislation lets M&A brokers off the hook from registration if they do public company M&A or normal securities financing work, like private placements. Any investment bank which aspires to the full range of agency services, even if they do not have capital markets trading activities, will still have to register. Relax, Aunt Millie: the dogs of war are not completely off the chain.

© 2014 The Epicurean Dealmaker. All rights reserved.

Thursday, April 10, 2014

The School of Hard Knocks

My GPA is Fuhgeddaboutit
Power Figure, Kongo Peoples, 19th C.
I am no student (We’re going down to meet
Feel those vibrations) Of ancient culture
(I know a neat excavation)
Before I talk
I should read a book
But there’s one thing
That I do know:
There’s a lot of ruin
In Mesopotamia

— The B-52s, “Mesopotamia

Megan McArdle penned an impassioned plea last week for the (presumably elite, corporate, Bloomberg-View-reading)1 employers of America to consider hiring more ex-slackers. Notwithstanding her acknowledged bias as a self-described ex-slacker herself, Ms McArdle argued this made sense for two reasons: first, young slackers do not necessarily stay slackers as they age, and second, hiring the alternative—highly professionalized, directed, ambitious careerists—tends to result in fragile corporate monocultures which are subject to their own risks and flaws, including social and intellectual conformity and groupthink.

I am less persuaded by Ms McArdle’s first rationale. In my experience there are all kinds of slackers, including potentially promising ones who dicked around in their youth because they were restless and bored by the cookie cutter path of adolescence and completely irredeemable ones who dicked around because they were lazy bastards who preferred (and will always prefer) to get high on tasty weed rather than do their homework or take out the garbage. I guess the operative screen is ex-slacker, since someone who actually gets her shit together and tries to make something of herself does deserve a real opportunity. Like Ms McArdle, though, ambitious ex-slackers have a lot of proving to do.

Her second rationale resonates strongly with me, however. Over the course of my more than two-decade long career in investment banking, I have read the job applications and interviewed hundreds of young candidates for entry level Financial Analyst and Associate positions at a number of firms of different size, prestige, and culture. Over that same period, I have seen an increasing convergence in the kinds and qualifications of these candidates: predictably good or stellar grades in unobjectionable mainstream majors like finance, business, or economics, predictably hyperactive extracurricular activities centered around “leadership” building opportunities, and predictably careerist charitable and community service activities which only Scrooge could object to. My typical reaction to such candidates is ably captured by David Brooks:
When you read these résumés, you have two thoughts. First, this applicant is awesome. Second, there’s something completely flavorless here. This person has followed the cookie-cutter formula for what it means to be successful and you actually have no clue what the person is really like except for a high talent for social conformity. Either they have no desire to chart out an original life course or lack the courage to do so.
Now normally this is not these children’s fault. It is what they have been told to desire and groomed to accomplish their entire lives. But, with all due respect to Megan McArdle’s Harvard friends with 4.0 GPAs, my God these people are boring.

Most of them, if they ever had a personality or original thought in their head in the first place, have hammered it down so deep into their subconscious they couldn’t summon it on pain of death. Their résumés, their bearing, and their polished interview patter render them about as distinguishable and interesting to talk to as Brooks Brothers mannequins. Nothing in their conversation or revealed background indicates any appetite for adventure, risk, or enlightenment. Nothing they can relate indicates they have tried something they didn’t know they could succeed at, risked failure for a good reason (or any reason at all), or simply gave themselves up to powers greater than themselves—love, fate, chance—just because. They haven’t lived at all. They’ve followed a career path.

I call them carbon sinks.2

* * *

Now the more charitable among you (as well as the helicopter parents who spawned these pathetic simulacra of humanity) will object I am being too harsh on these special snowflakes. You will remind me they are young, and hence pathetically stupid and naïve about the world and their true opportunities in it. Give them time and space, you plead, and these button-downed zombies will blossom into fulfilled and meaningful personalities. You will scold me for dismissing naturally interesting and unusual individuals because they are too wise (or afraid) to run up their freak flags in an interview with a curmudgeonly old white man at a potential future employer. You will complain that I only seek for such adventurers and renegades because I miss my own long-lost adventuring, and I want to relive my halcyon youth in these eager tyros’ stories for the space of a half an hour.

And you would be right. A tiny, tiny bit. But not much. Because I am experienced and clever enough to know how to winkle most such secrets out of the prepackaged dross of most college and business school graduates, if they exist. But they usually don’t. The polished husk you see is usually all there is. And my youthful gallivanting is not something I need or want to recapture in the glazed eyes of some nervous, dissembling twenty-two year old.

No, I look for evidence of intellectual independence, untrammeled curiosity, and adventuresomeness because these are really, really valuable traits in a professional investment banker. A young person who has deviated from the beaten path, who has taken risks, who has ventured to explore something unknown is far more likely to develop the mental flexibility, toughness, and adaptability that will make him or her a valuable counselor and advisor to his or her clients. Sure, these traits are largely useless in the beginning of any investment banker’s career, when they are and must be suppressed in order to satisfy the pressing demands of intellectual drudgery and unimaginative detail work that investment banks expect of their indentured chattel. But they re-emerge later on, as a young banker increasingly grows into the role of a pure salesman who must earn the respect and trust of his or her clients, colleagues, and peers.

And when you do this, a youth spent stretching the envelope and taking risks comes back to pay dividends all out of proportion to its actual extent. For one thing, you have a lumber room of stories which you can share with your clients and colleagues over dinner and drinks that will make them laugh and look at you admiringly. You will not be boring. For another, you are likely to genuinely appreciate these very clients’ and colleagues’ own youthful peccadilloes, which will only endear you to them as a non-judgmental, non-asshole, which is a sadly rare commodity in my business. Most importantly, taking risks and exploring the unknown—whatever form that may take—will likely increase your store of that deeply unfashionable and socially awkward characteristic: wisdom. As Ms McArdle herself avers,

When the prodigal sons return to the fold, they often bring with them valuable information about the outside world.
Wisdom is nothing to sneer at in a professional advisor, much less in a normal human being.

* * *

So what does this mean for the average ambitious youngster reading these words? Well, it means I heartily recommend taking a flyer or two, mixing it up, and actually trying to explore who you are and what you want out of life other than a prestigious, well-paying job at Stereotype Brothers, LLC. For one thing, you may find out to your chagrin after 22 years of prepping for Goldman Sachs that you really want to be a professional chef. Or a skydiver. Or a paleobotanist. Your whole life is ahead of you. I’ve asked this before: why should you put all your youthful energy, curiosity, and enthusiasm into a basket you’re not sure you want to carry?

Plenty of college students nowadays—perhaps too many, in this old man’s opinion—spend all their time and energy in college acquiring what they believe to be marketable skills, without considering for a minute whether the employment to which they aspire is right for them, will exist in a meaningful form in the future, or even will hold their interest for more than a few years.

But don’t get me wrong, either. Taking risks, avoiding the beaten path, and cultivating adventure is not an easy road. It’s certainly no guarantee of success.3 But is conventional success all you want out of life? Please say no.

It is the brave ones who are not afraid to expose themselves to risk, earn scars, and take hard knocks who make the most interesting humans. And even if you stick to the halls of commerce, I bet you’ll find a lot more risk takers and nonconformists among the ranks of the truly successful than Harvard 4.0s.

Guess who they’d rather talk to over a beer at 3:00 am.

Related reading:
The Standard Model (February 18, 2012)
No Country for Young Children (October 21, 2012)
Curriculum Vitae (March 10, 2013)

1 As opposed, say, to the vast unwashed non-elite, non-Bloomberg-View-reading firms who have to compete for their employees in less exalted realms.
2 As in somewhere a carbon atom goes to wait for 30 to 60 years before it can do something interesting, like get sucked into a supernova. Or become a charcoal briquet.
3 For one thing, if you do decide you want to get into investment banking, you’re going to have to run a gauntlet of dozens of junior bankers who are just as blinkered and one-dimensional as the straw men I have been eviscerating in this post. And very few of them, by definition, will be able to appreciate your non-conformity to the career model and professional values they have staked their entire young lives upon. I can’t tell you how many polite arguments I’ve had in group recruiting meetings with tyros who only want to hire (really smart, really accomplished) cardboard cutouts like themselves. And I don’t always win. Caveat interviewee.

© 2014 The Epicurean Dealmaker. All rights reserved.

Saturday, March 1, 2014

This Situation Absolutely Requires a Really Futile and Stupid Gesture

I am shocked! Shocked!
Bluto: “Hey! What’s this lyin’ around shit?”
Stork: “What the hell we supposed to do, ya moron?”
D-Day: “War’s over, man. Wormer dropped the big one.”
Bluto: “What? Over? Did you say ‘over’? Nothing is over until we decide it is! Was it over when the… Germans bombed Pearl Harbor? Hell no!”
Otter: [aside] “Germans?”
Boon: “Forget it, he’s rolling.”
Bluto: “And it ain’t over now. ’Cause when the goin’ gets tough…”
Bluto: “…”
Bluto: “…”
Bluto: “The tough get goin’! Who’s with me? Let’s go!”

Animal House

Hamilton Nolan posted a really stupid piece on Gawker this past week.1

Apparently the editor of our culture’s preeminent forum for snark and sarcasm was so outraged by Forbes’ annual encomium to the highest-earning hedge fund managers that he burst a gasket. I guess the shock was so great Mr. Nolan dropped a slice of gluten-free artisanal toast buttered with the tears of free range lambs raised on an anarchosyndicalist commune in Vermont face down on a rug woven by one-armed Peruvian orphans from the frayed fibers of their broken dreams. Or so I presume, given the fulsomeness of his resulting vitriol. Unfortunately for this forum, at least, Mr. Nolan’s righteous indignation was not matched by a similar zeal to get the most basic facts about the situation correct.

So the unsuspecting Whole Foods customers who read Mr. Nolan’s work were subjected to howlers like this:
Here is what George Soros’ fund did last year to earn him $4 billion: it underperformed the S&P 500 index by 8%. In other words, Soros charged his investors fees that are well over 1000% higher than what they could have paid for a simple index fund that would have earned them more money.
Which is amusing since, as Mr. Nolan subsequently appended in a parenthetical correction to those very words, George Soros only manages his own money. I mean, I suppose it is shocking Mr. Soros had the audacity to charge himself and his charitable foundations zero dollars for the privilege of earning only four billion dollars when he could have earned significantly more, but I suspect even the meanest intelligence would find the towering indignation inspired by the preceding sentences dissipating somewhat once he realizes exactly what that means. (Perhaps Mr. Nolan counts on his fellow snark and outrage aficionados to miss the embarrassing reveal…)

But this failure to do the most basic fact checking—i.e., reading the goddamn Forbes article he cites—is not the worst of Mr. Nolan’s sloppy misrepresentations. Even he seems to shrug off the fact that thousands of rich institutions and individuals seem content to pay billions of dollars in fees to hedge fund managers for results which, in aggregate, have underperformed the general stock market.2 No, what really pisses Hamilton Nolan off is the notion these greedy plutocrats are stealing food out of the mouths of hungry refugees by paying preferentially low tax rates on their filthy lucre. He points out, correctly, that alternative asset managers like hedge fund managers benefit from the treatment of their performance fees as carried interest. Carried interest, for those of you ignorant of it, enables the managers of certain investment partnerships to treat the performance fees they earn (typically 20% of the positive returns they earn for their limited partners) for tax purposes as capital gains, presumably on the theory they are returns to the “sweat equity” (i.e., not real money) that managers contribute to the partnership. This can be advantageous to the extent these managers, like those in private equity and venture capital partnerships, generate returns over a period of several years, which can then be taxed at preferentially low long-term capital gains rates.

But what Mr. Nolan fails to recognize is most hedge funds earn the bulk of their returns by rapid trading of liquid investments and assets like stocks, bonds, commodities, derivatives, and anything else for which a willing counterparty can be persuaded to part with a bushel of folding money. They are trading vehicles, which means most of the capital gains they earn via performance fees are treated as short-term capital gains. And short-term capital gains, under our current tax code, are taxed at the same rates as ordinary income.

Which means, technically speaking, that Hamilton Nolan is full of shit.

* * *

Now this is not to say the treatment of performance fees for alternative asset managers as capital gains via the mechanism of carried interest makes much sense or is good tax policy. I have argued strenuously in the past that performance fees earned by professional managers with no underlying capital at risk should be treated as what they clearly are: ordinary income for services rendered. The current tax regime is patently unfair, and the counterarguments offered by interested parties involved are weak and self-serving. But this does not invalidate the fact that, under the law, hedge fund managers who trade their clients’ money actively (that is, most of them) pay the equivalent of ordinary income rates on their performance fee income.3 Private equity plutocrats—who, interestingly enough, tend to make less money every year and have lower net worth than the best hedge fund managers—are the ones who benefit disproportionately from the current biases of the tax code. But Mr. Nolan is not attacking them.

Nor is it to deny that hedge fund managers, like any other person richer than Croesus, have the money and means to pay legions of lawyers and accountants millions of dollars to structure elaborate tax shelters and help them defer or evade billions in taxes. But this is not limited to hedge fund managers: it is a privilege enjoyed by any rich and politically powerful person who is willing to spend a tiny fraction of their income to shield the bulk of it from the taxman. You may thank the complexity of our tax code and the ingenuity of clever men and women willing to delve deep in its bowels for that.

* * *

At the end of the day, O Dearly Beloved and Excessively Tolerant Readers, what really annoys me about Hamilton Nolan’s poorly researched and badly premised hit piece is that its own strongest feature—a deep suspicion of and revulsion toward enormous sums of money flowing to tiny numbers of human beings while billions struggle to make ends meet—is almost completely undermined by its almost comical disregard for the facts. Growing wealth and income inequality around the world is engendering serious sociopolitical conflict, but attacking the wrong people for the wrong reasons with the wrong arguments will do nothing to address it.

Polemics can focus the mind wonderfully, but they must be based in truth if they are going to persuade anyone. One of my favorite non-finance bloggers about academia and culture, Freddie deBoer, wrote an illuminating essay about this very issue in academia not long ago:

This is the problem with speaking the “emotional truth,” a common invocation for adjunct essayists and part of a lot of rhetorically counterproductive strategies that, I’m sorry to say, creep into this genre a lot. The emotional truth is invoked on the ground in the day-to-day discussions I have with adjuncts. People will make claims that I know to be factually inaccurate, or will advance ideas that I find politically misguided, and I will push back. When confronted, they will say something like “I am entitled to my anger,” leaping back and forth from a position of making a dispassionate economic analysis to a position of emotional truth that I am therefore, in their minds, obliged not to contradict. There are all sorts of ways bad arguments and misleading information get excused in these debates– “it’s agitprop! it’s not intended to be factual! it’s meant first to provoke!”– and I think each of these, while certainly understandable, are ultimately unproductive. And they have made this argumentative space one of bullying and rejection.

To extend Mr. deBoer’s analysis, most of the people involved in the analysis, practice, and regulation of finance “are people who think that facts matter, and so when you are loose with the facts, you make it harder to get their support.” Yeah, like impossible. Most of us—even those who might otherwise be sympathetic to your analysis or agenda—just throw up our hands and ignore you. If you can’t argue from the facts, you are simply pandering to your own anger and the prejudices of the uninformed elements in your audience. You may be penning compelling polemics, but you are wasting every serious person’s time, and you certainly aren’t convincing them. In addition, you make it easier for them to discard everything you write or say, because your argument is riddled with silly, obvious omissions, misrepresentations, and untruths. Your potential allies think you’re a harmful idiot, and your enemies gleefully disregard any valid points you might make because you are a careless, misleading boob.

Polemics are fine, but don’t neglect the foundation of facts you must build them upon. Otherwise you’ll become like Matt Taibbi:4 beloved by those who don’t know anything and scorned by those who do.

Related reading:
Tax Breaks for Everyone! (June 14, 2007)
The Taxman Cometh (July 11, 2007)

1 “Gawker?!”, you gasp. Yes, yes, I know: most of you do not visit these pages with the view to enjoying the spectacle of me beating up the feebleminded, but I do have a larger agenda. Besides, it’s fun to go slumming on occasion. I promise I won’t make a habit of it.
2 A more intellectually honest and curious journalist might explore why so many presumably silly rich people allocate so much money to hedge funds and other alternative investments. That same journalist might find it revealing that the class of such assets allows one access on occasion to consistent outperformance which handily trumps average market returns. That journalist might also find it suggestive that rich folk such as Mr. Soros and his former clients are happy to trade volatility and uncertainty of investment returns for the opportunity to make tons of money when their manager is right. Finally, that journalist might discover that hedge funds invest in a much broader and more diverse universe of asset returns than simple stock market indices, which can be handy when the latter are pissing the bed. But I suppose we must not hold Mr. Nolan to such unrealistic standards.
3 And on the distributed returns they earn on the personal capital they invest in their own hedge funds. It is quite common in hedge fund land for managers to have very large portions of their personal net worth invested in their own funds. This is one good reason to admire these swashbucklers: they eat their own cooking and put their own capital at risk alongside that of their investors.
4 Or Matt Taibbi Junior. Say what you will about Mr. Taibbi, who also undercuts his own far more effective polemics with a highly tendentious style of argument that runs roughshod over the truth, at least he tends to do research. I very much doubt he would have stumbled over the elementary source of Mr. Soros’s income.

© 2014 The Epicurean Dealmaker. All rights reserved.

Friday, February 21, 2014

Venn Diagram

dein aschenes Haar Sulamith
Anselm Kiefer, Sulamith, 1983
If I make the lashes dark
And the eyes more bright
And the lips more scarlet,
Or ask if all be right
From mirror after mirror,
No vanity’s displayed:
I’m looking for the face I had
Before the world was made.

What if I look upon a man
As though on my beloved,
And my blood be cold the while
And my heart unmoved?
Why should he think me cruel
Or that he is betrayed?
I’d have him love the thing that was
Before the world was made.

— William Butler Yeats, “Before the World Was Made”

De gustibus non est disputandum.

— Latin maxim

Man believes that the world itself is filled with beauty—he forgets that it is he who has created it. He alone has bestowed beauty upon the world—alas! only a very human, an all too human, beauty.

— Friedrich Nietzsche, Twilight of the Idols

Many, many circuits of this small blue planet around its dim yellow star ago, O Dearly Beloved, I remember helping my college rowing teammates put away the boats and oars one evening after practice. As we bent over exhausted to collect and carry our equipment, a few of us were suddenly struck by the beauty of a lovely sunset, which spread rosy fingers of gorgeous color across the sky and water around the dock and boathouse. Some mischievous wag, no doubt with an eye to provoking exactly what followed, starting proclaiming loudly “Art! Art!” while pointing to the scene, and several of us joined in in boisterous agreement. One upper-class oarsman of distinctly aesthetic and artistic persuasion (who was clearly the wag’s intended target) objected loudly, however, exclaiming that a natural phenomenon such as a sunset could never be art. This, of course, only spurred us jokesters to redouble our banter and offer all sorts of spurious rationales for our baseless badinage. The put upon aesthete was satisfyingly frustrated by our feigned obtuseness, and the rest of us enjoyed a temporary respite from the long, thankless business of training aching bodies for distant races far in the future. In other words, a pleasant time was had by all.

What recalls this memory to mind is a recent peroration by Antipodean philosopher and author John Armstrong, who penned a piece which claims that beauty, or at least the contemplation of beauty, can and should spur humans to become better people. He takes his guidance in this regard from German Romantic philosopher and aesthetician Friedrich Schiller, who Professor Armstrong claims attributed beauty’s appeal and importance to us to its capacity to unite two conflicting psychological drives we all possess—the “sense” drive which “lives in the moment and seeks immediate gratification,” and the “form” drive which seeks order and coherence in the world—into a harmonious whole. Dr. Armstrong does not specify where we should seek this therapeutic, personality shaping beauty, but one may sensibly assume from the examples he uses and the title of a book he has co-authored, Art as Therapy, that he looks primarily for such models and guides to harmony in the realm of art.

Now, while Your Humble Bloggist is an admitted devotee of beauty of all sorts, and an enthusiastic champion of the power and value of Art—which characterizations anyone who has followed my writings here should have no trouble admitting—I simply cannot agree with our earnest Professor that beauty is capable of creating better people, no matter what psychological, emotional, or intellectual mechanisms he might propose. For my reasons, I would point you to the following diagram, which I have constructed out of the goodness of my heart to illustrate the logical conundrums Dr. Armstrong’s assertions entail.

A Comprehensive Theory of Art, Beauty, and Morality in One Microsoft Word Diagram

A quick perusal of same will acquaint you with my own views, which boil down to the hopefully uncontroversial contention that the spheres of Art, Beauty, and Morality in human experience, while they do indeed overlap, are neither coterminous nor coextensive; that is, there is more to each than either or both of the others can comprehend. To defend this argument, I would simply point you to easily identifiable counterexamples to the opposing view: beauty, empty of morality, which is not art (like my oarsman's sunset years ago); art, empty of beauty and morality, which one might find in abundance at any Biennale; and morality, devoid of beauty or aesthetic construction, which one can enjoy in unlimited quantities in the arguments of our politicians and the jeremiads of our paid and unpaid commentariat. That there can be beautiful art, empty of all but the most tenuous and vague moral sentiments, I would point you to a great deal of the Western World’s artistic canon (including, for example, almost the entire oeuvre of Henri Matisse) and most classical music. That there can be unhandsome art of deeply moral intent and impact, which can inspire harrowing, uplifting, and life altering thoughts in a sensitive soul I can illustrate with the paintings of Anselm Kiefer (q.v. above) and numberless examples from world literature. And that there can be moral beauty without aesthetic selection or artifice I would demonstrate by the exercise of courage under great threat, as perhaps we are currently seeing among the citizenry of Kiev and Venezuela.

The happy confluence of all three spheres, Art, Beauty, and Morality in one whole, as designated by the comely asterisk in the diagram above, I contend is only a small portion of the map of human experience. As well as, more importantly, a relatively rare occurrence in most of our lives. And this is not even to address the complications and confusions introduced to a morally therapeutic program of appreciation of art and beauty by the undeniable fact that each, and perhaps most especially the latter, are indeed seen in the eye of the beholder. Which means they are culturally determined, cognitively limited, and far too idiosyncratic to hang a plan of human betterment upon. Frankly, it makes me wonder what sort of wooly headed nonsense Professor Armstrong is blathering on about. There is far too much amoral art and amoral beauty floating around out there to think their contemplation is a reliable source of moral improvement for anyone.

Then one can trot out all the horrible examples of cultured monsters who have perpetrated horrific acts upon their fellow humans throughout the ages notwithstanding and often at the same time as they enjoyed the fruits of artists’ labors and the pleasures of natural and manmade beauty. All one need do is read Paul Celan’s Todesfuge or contemplate the orchestrated theft of fine art from around Europe by Hermann Göring to realize the ability and desire to appreciate art and beauty can in fact be completely divorced from any impulse toward moral betterment or even basic humanity. And I would not be the first to point out that some of the most egregious of such atrocities were committed by denizens of the same nation which produced and idealized such figures as Bach, Beethoven, Goethe, and, if we are being complete, Friedrich Schiller. Not a good scorecard in support of Dr. Armstrong’s hypothesis.

* * *
If pressed, I would propose a different formulation. What I believe is that a sensitive, open soul in the presence of art, morality, or beauty may be able, if she concentrates, to extract meaning and value from the experience. But this meaning and value will not necessarily convey simple, uplifting lessons or moral improvement. Rather, these lessons may be something different entirely: in the case of Art, ambiguity, complexity, and obscurity may illuminate certain open-ended pathways of thought; in the case of Beauty, awe, desire, and uncanniness may give rise to fear, frustration, and a feeling of loss. Surely there are certain lessons to be learned, and moral growth to be had, in the contemplation of beauty and art. But I would contend these lessons may not be comforting ones to learn, and in the case of Great Art and Great Beauty, they are almost certain to be neither simple nor clear.

Perhaps that is the biggest moral lesson to learn, after all: the world, and our experience of it, is too big to be shoehorned neatly into any coherent system of belief. That the world, in many respects, is completely indifferent to our own personal lives and fates, and there are meaningful, awe-inspiring, and wonderful things out there which have nothing at all to do with our petty concerns. Perhaps that is the real power of Beauty and Art and Morality: writ large, they are a reminder of our own insignificance, and a spur to the sort of radical doubt that encourages us to seek harder for the meaning and value—the sources and guides to morality—in our own circumscribed lives.

That is a good lesson, but I’m not sure how you’re going to print it in a textbook.
“I see no justice in that plan.”

“Who said,” lashed out Isaac Penn, “that you, a man, can always perceive justice? Who said that justice is what you imagine? Can you be sure that you know it when you see it, that you will live long enough to recognize the decisive thunder of its occurrence, that it can be manifest within a generation, within ten generations, within the entire span of human existence? What you are talking about is common sense, not justice. Justice is higher and not as easy to understand—until it presents itself in unmistakable splendor. The design of which I speak is far above our understanding. But we can sometimes feel its presence.”

— Mark Helprin, Winter’s Tale

© 2014 The Epicurean Dealmaker. All rights reserved.

Monday, February 10, 2014


Science is fun!
Do you wrestle with dreams? Do you contend with shadows? Do you move in a kind of sleep? Time has slipped away. Your life is stolen. You tarried with trifles, Victim of your folly.

— Dirge for Jamis on the Funeral Plain, from “Songs of Muad’Dib” by the Princess Irulan
— Frank Herbert, Dune

I learned a very interesting fact today, O Dearly Beloved. Apparently, if you select a random entry from the online encyclopedia of human knowledge known as Wikipedia and click on the first linked term in the top entry and each linked entry thereafter (aside from italicized preambles and parenthesized definitions), there is a very strong likelihood that within a finite number of links you will arrive at the Wikipedia entry on “Philosophy.” Some intrepid soul has actually scrubbed the Wikipedia data and determined that this interesting phenomenon obtains almost 95% of the time. By comparison, the next highest source link incidence (at less than 2%) is what is known as a “red link,” or a link which leads exactly nowhere within the Wikipedia database.

This is a strongly suggestive result, and in my opinion it carries interesting implications for those public intellectuals who would like to assert that philosophy is dead, or at least meaningless, in comparison, say, to the ineluctable juggernaut which is Science. This, attentive members of my audience will recall, is a topic of some little interest to me.

Therefore, as a public service to you, My Loyal and Esteemed Readership, I decided to perform my very own small experiment in this regard to check this provocative hypothesis against the facts of the matter. In order to summarize my results, I have defined a specific terminology and notation to represent the structural remove of any Wikipedia entry from philosophy. This concept I hereby label the Wikipedia Degree of Remove from Philosophy, and I designate it with the notation Pwn, where n is the degree, or number of clicks on first entry links it takes to get from the Wikipedia entry in question to the one on the Philosophy.

First, as a sort of control, I investigated the primary Wikipedia link tree of Professor Stephen Hawking, that indisputably accomplished physicist and cosmologist who has asserted more than once that philosophy is dead or worse, irrelevant. My working hypothesis was that Herr Doktor Hawking would have a very high degree of remove number, given his brilliance and success in the realm of science. The empirical link tree results were as follows:
  • Stephen Hawking —> theoretical physics —> physics —> natural science —> science —> knowledge —> fact —> proof (truth) —> necessity and sufficiency —> logic —> reason —> consciousness —> quality (philosophy) —> property (philosophy) —> modern philosophy —> philosophy
which gives our esteemed subject a WDRP of fifteen, or Pw15. Of course, this gives our intrepid philosophy denier quite the benefit of the doubt, for if we stopped our degree of remove calculation at the first instance of a specifically philosophical entry—viz., “quality (philosophy)”—Dr. Hawking’s figure would rather be Pw12. But who are we to split hairs in such an investigation? For all we seek, Dear Readers, is the undeniable empirical truth.

Then I attempted to calculate similar WDRPs for a not-quite random selection of other Wikipedia entries, just for comparison. My results were as follows:
which is sort of odd, when you think about it. For it means that the crowdsourced experts of Wikipedia classify one of the most renowned theoretical scientists of our age at the same remove from the general topic of philosophy as an eggplant, and closer to same than a banana, romantic love, or kiwifruit. The only random entity in our limited sample set closer to philosophy in Wikipedia’s taxonomy is author, New Atheist, and neuroscientist Sam Harris, which is also intriguing given his rejection of great swathes of the discipline in favor of a concentrated scientific reductionism. (I presume none of us will be confused by the result that Glenn Beck is several orders further removed from philosophy than a banana or kiwifruit.)

Now, I admit these are highly selective and tendentious data points, and I am sure our committed devotees of scientism and reductionism will reject them out of hand as not dispositive. However, I would note such skeptics might find their naive and touching faith somewhat shaken were they to replicate the research above themselves, for they would then find every single one of those entries leading inexorably, through no matter how many Glenn-Beckian twists and turns, straight to the core Wikipedia entries on “Knowledge” or “Natural science.” From which it is but a hop, skip, and a short jump to the realm of philosophy.

But anyone not blinkered by their expertise should not be surprised at this result. The Wikipedia entry on Philosophy lays it out as clearly as can be:
Philosophy is the study of general and fundamental problems, such as those connected with reality, existence, knowledge, values, reason, mind, and language. Philosophy is distinguished from other ways of addressing such problems by its critical, generally systematic approach and its reliance on rational argument.
Philosophy is a foundational discipline, which underlies and transcends all forms of human knowledge, including that practiced by petty intellectual tyrants swanning about in lab coats. To claim that science does not depend upon philosophy, in at least an epistemological sense, is to claim that science stands outside the realm of human knowledge and thought itself. That it cannot be judged, analyzed, criticized, or challenged except on its own terms and with its own tools.

Which strikes me, at least, as a remarkably stupid and unempirical thing to say.1

Related reading:
A Foolish Consistency (February 5, 2014)
Our Glassy Essence (October 17, 2013)

1 The cleverer among you might object to this semi-serious diatribe with two points. First, the nature of Wikipedia begs the question, since its own editing conventions encourage article authors to set the stage for each entry with foundational definitions; that is, defining entities and concepts in the most general terms and context. In other words, the structure of Wikipedia itself is foundational and hence, in a very deep sense, philosophical. Therefore, linking down through foundational statements should naturally lead to the core concept of philosophy. Wikipedia itself is a form of philosophy. To which I answer: Correct. You have confirmed my concluding remarks. Second, you might say Messrs. Hawking and Harris’s structural Wikipedian proximity to philosophy shows that in fact they are offering their own form of philosophy. To which I again answer: Correct. That they are, but they themselves deny it. Who’s a blinkered idiot now?

© 2014 The Epicurean Dealmaker. All rights reserved.