Our Principles of Behavior

Posted January 13, 2017 by Charles S. Lachman

Our sense of ethics at Corporate Fuel is derived from a desire to always “do the right thing.” A sense of integrity, we believe, is best demonstrated by adhering to strong values, which consistently drive a code of professional conduct. You will see on our web site that Corporate has a code of conduct – “Principles of Behavior” – which we take very seriously in our work.

A real estate appraiser friend of ours in the Midwest was contacted by a government agent years ago regarding the purchase of a piece of local property. The agent wanted to buy the property in connection with their case against a family that they suspected of wrongdoing, and they selected our friend because of his firm’s fine reputation. The appraisal represented a sizable assignment. The agent explained that the government had a specific, low value in mind. Despite the obvious economic rewards, our friend promptly told the agent that he should look elsewhere for his appraisal. There was no question on our friend’s mind as to what was the “right thing.”

In the financial advisory and investment banking business, we come across ethical dilemmas all the time, many of which are not as clear cut. Often investment banks consider accepting fees on both sides of a transaction, a circumstance that quite obviously represents a conflict of interest, and one that is inelegantly called “double dipping.”

Perhaps the most obvious ethical issues arise at the beginning of an assignment…hyping the value of a business in order to secure a mandate to sell the company, or encouraging a client to accept an offer for his company that is not in his best interests. Both of these circumstances are a common occurrence in the investment banking business. Our clients rely on us, based on our experience and judgment, to tell them what their business is worth, which is often part art and science. The easiest path to getting a retainer and beginning an assignment is to hype that value and build up a client’s expectations. But not only is this unethical, it is also an easy way to set up eventual failure, with the possibility of having a disappointed client and a failed transaction.

Many times we are faced with disclosure issues with regard to the presentation of financial statements. We cannot present a company for sale without full disclosure of the facts developed by our due diligence. There is no grey area here. And failure to anticipate potential ethical issues can have a powerfully negative impact on a client realizing full value in their final selling price.

The issue of disclosure is also as important in making acquisitions. When investigating a potential acquisition, it is critical to be completely transparent on due diligence findings, so that the client can make a proper and informed decision.

Confidentiality is, of course, something that we take very seriously in our business. Notwithstanding non-disclosure agreements, we cannot afford to disclose confidential information to anyone other than approved parties in a transaction. We also do not allow ourselves to undertake two sell or buy-side assignments in the same niche, without our clients’ approval. We feel that doing so would undermine our efforts to perform a comprehensive assignment for either one client or the other, and we don’t feel that this fair.

Often well intentioned business people make poor judgments because they don’t see the situations as ethical dilemmas, but rather business problems to be solved. At Corporate Fuel we endeavor to apply a moral capital to our activities…balancing a profit orientation with a sense of “doing the right thing.”