Corporate Actions: Beyond The Golden Copy

Corporate actions industry is making great strides towards automation. However, despite all the technology advancements a significant portion of the process of managing corporate actions data requires manual processing mainly due to the increasing complexity of corporate actions thanks to cross border trading made easier and local market nuances.

Another big reason why the Corporate Action industry has not achieved such a significant degree of automation lies in Corporate Actions as a back-office process which is normally seen as cost management not as revenue generator which hinders the securities firm to invest too much.

Corporate Actions processing could be divided into 3 parts:

1. Capture of Corporate Action data
2. Processing of Corporate Action data
3. Dissemination of tailored Corporate Action data

Each of the 3 parts has its own challenge in its way. Capturing the data is the first step in the process where we are actually working for a “Golden Copy”. A golden copy of data is selecting the best possible value from variety of source. Generating a golden copy provides the first headache to securities firm. The data from issuers are normally transmitted in the form of press releases, prospectuses, and other free text format files e.g. PDF, HTML etc. The challenges for the securities firm lies in the translating these unstructured data into information and transmitting them to various stakeholders using the standards. These various stakeholders are none other than financial industry participants – custodians, sub custodians, brokers, prime brokers etc. Their primary aim is to capture the data from various sources and produce a golden copy for the investors. This golden copy is disseminated to various investors/intermediaries depending on the need e.g. an asset/investment manager could need the information as soon as possible to enable him to decide the investment strategy whereas a portfolio manager would require it to adjust the NAV end of day.

The information that is sent to various investors does not only include golden copy data or event data, it also includes data of their holdings and entitlements from the corporate actions. This information brings in an interpretation risk where the various stakeholders does not only depend on the custodian feeds but they rely on the local feeds which are more efficient in way of presenting the data which could not be standardized in global standards e.g. tax data. Failure to interpret corporate action information correctly may lead to suboptimal trading decisions by brokerage and fund management firms for clients or for proprietary positions.

The first and foremost challenge as explained above in Corporate Action processing lies in the capture of event announcement and creation of golden copy.  However, it is only the first step in a lifecycle of a Corporate Action. The more complex events which include various voluntary events e.g. tender offer, merger, rights offer, exchange offers etc. requires a lot of instructions/elections to be delivered for the event. This upward chain of communication is very complex where the elections are delivered in non-standard format via emails, phone and brings in a lot of risks. The more intermediaries in chain, the tighter would be deadline to respond back as each intermediary would set up its own deadline to process the election. The effect of corporate actions on share prices and trading activity is generally seen on important dates e.g. announcement date, ex-date, record date etc. Hence, the decision from an investor could change several times and the securities firm could receive multiple elections on the same positions. The other critical factor in election processing is the current holdings of the investor which needs to be up to date as the time of election or the processing could of election on wrong holdings could have adverse effects. The wrong holdings could be result of trading or lending activities which have not been updated in the books. Frequent reconciliation of holdings is a significant step to reduce this risk.

Capturing the data, creation of golden copy, distributing the data to different intermediaries and investors, processing of instructions for complex event does provide a lot of challenge however, the final frontier is still to be conquered where the payments of the corporate actions to be made and accounting has to be done.

Mandatory corporate actions such as dividend and interest payments, are straightforward, in that they only require a transfer of money from the bank account of the issuer to the bank account of the intermediaries and then to investor. For income from cross-border security holdings, the payment may operate less smoothly, and a delay may occur between the payment date and the time at which the cash reaches the beneficiary’s account.

For complex events which involve processing of shares, the process becomes more complex with fractions coming into picture. Sometimes, these fractions are paid as cash in lieu other times they need to be ignored. Addition/Ignoring of these fractions at the intermediary level could ultimately lead to different consolidated entitlement at its agent level. E.g. at an intermediary level, the consolidated holding is 300 shares with 3 investors each having 100 shares. In case the distribution ration of share is 1:3 where one share will be provided for every 3 shares, the consolidated position of intermediary entitled it for the benefit of 100 shares ((100+100+100)/3). However for each investor it resulted in 33.33 shares. The handling of fractions in such a case could have different implications all together

1. Providing cash in lieu ⇒ Intermediary does not get any cash because of rounded holdings hence it has to sell the extra share and distribute cash to each investor.
2. Rounding down/up ⇒ Intermediary in this example gets an extra share/less share depending on the holdings.

Other important aspect in payments / entitlements of Corporate Actions is taxation. An intermediary normally depends on local sources for tax information. Globalization of financial industry has provided an exponential rise in cross border trading activities. This means the more investors are impacted by the corporate action on a security. Taxation for an investor depends on its residency status and thus have the impact on the entitlements / payment of corporate actions.

Taxation on corporate actions is normally seen as a value added service and not all custodian are the tax agents for their investors. Taxation on corporate actions brings in lot of complexity in terms of:

1. Types of taxation e.g. withholding tax etc.
2. Part of entitlements on which tax needs to paid. Sometimes it could be cases that investor does not need to pay tax on complete or full entitlements e.g. Church tax in Germany, unfranked dividends in Australia etc.
3. Residency of investors. Local investors are sometimes exempt from taxes but not the foreign investors.
4. Tax credits where a part of tax is given back to investor.
5. Double taxation treaty where the reclaims are made by investor as a part of double taxation treaty between the two countries.

Apart from calculation of tax, notification of these tax details in standard form is still a frontier unexplored for the organizations. Each intermediary tries to collate this information in their own and then send to the investors which have their own methods to interpret these messages.

By automating the various corporate actions functions, organizations can ensure long-term operational efficiency and effectiveness.

Corporate Actions and Client Servicing:

Each financial organization is looking for a new way to lure clients by providing various personalized services. These now include the range from corporate actions which the organization process. Timely, high-quality corporate actions information in the front office enables better-informed trading and investment analysis and decision-making; it helps support global investment strategies, reduces interpretation errors and benefits the monitoring of accounts and positions.

Finally, in a world where FinTech and automation are at the realm of every organization, in the near future we may witness a significant change in the way Corporate Actions are processed.