Our honourable and beloved Finance Minister, in his usual, insightful manner, has opened up a world of possibilities for Big Business, with the retrospective change in law in the latest Finance Bill. The proposal amends the Income Tax Act to assert the government’s right to levy tax on merger and acquisition (M&A) deals involving overseas companies with business assets in India and is an enabling provision to protect the fiscal interests of the country and avert the chances of a crisis.
This has been done by changing policy with retrospective effect. Effective 1962. It is believed that this move will yield several billion dollars to the state’s coffers, mostly from a large Telecom company.
This one stroke of genius of the Finance minister has, however, revitalised failed and failing businesses the world over.
Kodak, which lost a significant part of its value as a result of not moving to digital in time, has passed a Board Resolution to introduce digital technology, which it claims to have invented, with retrospective effect. This change is dated back to 1981, the year Sony introduced Mavica, a camera without a traditional film. Kodak has also retrospectively introduced workshops for senior management to shake them out of their belief that film will last forever and will continue to be hugely profitable.
As a result, Kodak is the most visible name in digital cameras today. Canon, Sony, HP and others trail Kodak by a mile.
Decca Records executives in charge of evaluating new talent, after travelling to Liverpool to watch a local band perform, inviting them to audition at their studio in London on New Year’s Day 1962 and deciding not to sign them, have, with retrospective effect, changed the decision they took in early 1962 to not contract the new band and, instead, have offered a lifetime contract to the band.
The band, of course, is The Beatles.
As a result of this retrospective signing, EMI, who had, then, signed up The Beatles, could not sign them up. They have continued to play on the fringes of mainstream music ever since while Decca Records went on to become the biggest name in music today, riding on the success of The Beatles.
In 1908, when Model T was first marketed, for its unique combination of price and quality, it revolutionised American culture and gave Ford an over 50% market share of the automobile market in the US. The Model T was also said to be the making of Henry Ford, lifting him from being any other Detroit automobile maker to becoming car maker to the world, and yielded him untold riches and power and pleasure. He was convinced of its capability and believed it would last forever.
Alas, that was not to be. Competitors kept innovating and soon the market responded. Chevrolet soon overtook Ford.
Ford has retrospectively replaced Ford as the Chairman, opting for an independent professional, Ford continuing in an advisory capacity. They soon introduced a new model to take over from Model T and it was even more successful.
Ford is the leading car-maker in the world today. Chevrolet, after briefly being in contention for the top slot, faded into oblivion. The automobile industry in Japan never took off because Ford, on account of its size and reach, was able to produce cars cheaply in Japan. The world never knew cars by the name of Toyota and Honda.
Atari has retrospectively agreed to make computers for Steve Jobs and Steve Wozniak and overturned an informal decision they took to not have anything to do with them when they apparently asked for funding and even agreed to let them work only for a salary in return for making their computers. Atari is sitting on a market capitalisation of over US$400 billion today.
Apple continues to be best known as a fruit.
Western Union, which, then, had a monopoly on the telegraph, the world’s most advanced communication technology at that time, has retrospectively retracted the note which its President William Orton wrote to Alexander Graham Bell in 1876, which said: “Mr. Bell, after careful consideration of your invention, while it is a very interesting novelty, we have come to the conclusion that it has no commercial possibilities… What use could this company make of an electrical toy?”
And replaced it with: “Mr. Bell, after careful consideration of your invention, we are pleased to offer you $100,000, as asked for, to own the patent for this new electrical toy?”
The electrical toy, of course, was the telephone.
Rejected by Western Union, Alexander Graham Bell kept the patent and started his own company. In a few decades his telephone company, “renamed American Telephone and Telegraph (AT&T), had become the largest corporation in America … The Bell patent – offered to Orton for a measly $100,000 – became the single most valuable patent in history.”
However, as a result of this wise retrospective decision of Western Union, Alexander Graham Bell could never realise the wealth his invention created for others, most particularly Western Union.
Lehman Brothers, Enron, et al
Lehman Brothers have retrospectively changed the decision they took at a Board Meeting in 2002 to actively participate in the housing market through acquisition of mortgage lenders, particularly ones engaged in subprime lending, like Alt-A Loans. The Board, instead, decided to “stick to the knitting” and continue with their core businesses (though there was dispute as to what their core business, or even their business, like any Investment Bank, was). It was a hotly debated and acrimonious battle as this retrospective decision would mean that the staggering profits made between 2004 and 2007 and, more importantly, the stratospheric executive compensation and bonuses of this period, would be wiped out.
However, reason eventually won and Lehman decided to stay away from mortgage lending. Its leverage – the ratio of total assets to shareholders equity, stayed under the historical 21:1 (which had gone up to 31:1 during the subprime crisis). It continues to be a storied Investment Bank and the dream job for every aspiring Investment Banker. As a result of this retrospective strategy change, the largest bankruptcy title remains with Enron.
It is believed that their liquidators of Enron are considering retrospectively changing the accounting practices at Enron which may help them stave off the tag of the largest bankruptcy in business.
Edwin Laurentine Drake has retrospectively patented the drill he invented alongwith his blacksmith uncle, in 1859. Till then, oil drilling relied on shovels and picks. Subsequent versions of the drill have been used by many others to drill for oil and become millionaires.
And Drake, with this wise retrospective patent, avoided dying in poverty. As a result of his retrospective patenting, Drake’s descendants are now the richest family in the world. And Drake Drilling the most valuable company.
Not only big business, even small individuals have been so impressed by this move of the Finance Minister that they are taking individual steps to improve their prospects.
A Senior Manager I know who was made redundant as a result of his department closing down, has applied for a change of role with retrospective effect to a department that did not shut down.
An old friend of mine, who is a successful medical practitioner, has retrospectively decided to forego medical education and become a property broker, in view of the immense amount of wealth that real estate has created in the last two decades.
Yet another person I know well, who went to business school with me, is retrospectively changing his consulting profile to “energy consulting” in order that he could work for Enron, the collapsed Energy major, make his pile, and get out before the collapse.
The possibilities are mind-boggling.
Other unrelated developments
Steven Spielberg’s imagination has been fired by the immense possibilities that exist. He is said to be actively considering extending the Back to the Future franchise from the paltry two sequels to a more meaningful twenty four. The Finance Minister has been appointed the creative advisor for the new series.
Coming, as it does, after a Supreme Court decision against a government tax claim on the large Telecom company, it has raised the hackles of the judiciary who see it as government effort at undermining the independence of the judiciary. The judiciary in the democratic countries of the world have joined issue with the Indian judiciary, as this could become a trailblazer for governments in other democratic countries, who may seek to reverse the impact of unfavourable court decisions by making retrospective changes in law, thereby curtailing the power of the judiciary. Judiciary and people in the judicial system, in countries where the rulers also rule the judiciary, have not joined forces with the judiciary of the democratic countries. They do not see this as government effort to curtail their power. They have none.
The Telecom company most impacted has sought opinion on whether they can back out of the deal with retrospective effect so that they can avoid paying the tax they may need to once the retrospective law change goes through.