A Judgment Call

CASE STUDY:A Judgment CallOverviewYou are an associate in an investment bank. You are the newest member of a fifty-person groupthat covers the health care industry. Your team won a competitive mandate to be lead sell-sideadvisor. Your client, a Fortune 500 health care company, is selling its health care paymentsbusiness (the “Subsidiary”) that its management team deemed to be a non-core asset. It is thegroup’s first time leading a transaction for the client. A successful sale of the Subsidiary willlikely lead to future transactions.You were informed that you have been staffed to work on the asset sale with a few others fromthe group (an analyst, vice president, and managing director).Group backgroundThe health care group has expanded over the past two years with the goal of significantlyincreasing its market share, both on the buy-side and the sell-side. The team has madetremendous progress toward this goal.Prior to joining the group, you had heard that the reputation of the team wasto work its juniorbankers hard, and that some senior bankers had difficult personalities. In fact, you were able toget some additional context through a “friend of a friend,” Ariel, who has been an associate inthe group for two years. Ariel stated unequivocally that to be successful in the group, one muststay on the good side of senior bankers.The majority of the team is situated in an open-floor office, so you have direct access tocolleagues at all levels of seniority. Despite having to work long hours, you are pleasantlysurprised by how well everyone works together. The culture is one where junior bankers areencouraged to ask senior bankers questions. You have also noticed a strong camaraderie acrossthe team from analysts to managing directors. It is not uncommon for senior members of theteam to take junior colleagues out to grab a drink and socialize, especially when they have beenworking hard. Although it has been a relatively short period of time, you have begun toassimilate into the group culture and develop a few relationships.Sell-side advisementYou are excited about the opportunity to work on your first deal with the team— and to workwith Maria, a well-respected vice president. It is common knowledge in the group that Mariais very influential with senior bankers. During compensation discussions, she is known to bea strong advocate for juniors. Maria asks you to review the historical and projected financialsfor the Subsidiary. She then provides you with a model/spreadsheet that has been provided bythe client. The model’s financial projections will be one source that potential buyers will useto determine the value of the Subsidiary and what they might bid. The model will also drivethe team’s advice to the client with regard to the range of offers to expect, as well as a fairprice if the investment bank is to provide a “fairness opinion” on the sale. (A fairness opinionis a report generated by an investment bank for a client’s management team and board ofdirectors that offers a view on whether the client is receiving a fair price when buying oselling an asset.)In the course of reviewing the model’s financial projections and assumptions provided by theclient, you notice a hardcoded number that increases future cash flow by an additional 2.5percent. The due diligence with the client took place prior to you joining the team, so youwill not have an opportunity to ask the client about it directly. The hardcoded number doesnot appear to be drastically different from other numbers in the model, and the additional 2.5percent cash flow does not seem material. Time is not on your side, and you have to completehe review of the model. You wonder if you should you bring this to Maria’s attention. Youeventually err on the side of caution and decide to bring it up with her.You walk over to Maria’s desk and say, “Maria, I noticed this number in the model washardcoded and it impacts future cash flows by an additional 2.5%.” Maria looks annoyed andin a condescending tone says, “That’s just one of many assumptions in the analysis. The 2.5%is a far more conservative assumption than what’s typically used for financial projections.Welcome to the health care industry, rookie.”On the one hand, you immediately begin to second-guess your decision to bring this toMaria’s attention. On theother, your gut is still telling you that something about the analysisjust does not feel right. Maria spoke with conviction, but it’s difficult to evaluate whether sheis correct given it’s your first deal. The fact is, however, that nothing on the spreadsheetindicates that the number is only an assumption.A few minutes later, Maria stops by your desk. “Look, it’s a judgment call,” she says. “It’snot your job to make the judgment. We can talk about it later. But just get this done now.Please. Thank you.”You don’t want to do something that ruins your prospects with either the group or the firm.You distinctly remember what Ariel said when you joined: To be successful in the group, onemust stay on the good side of senior bankers. Maria has a solid reputation in the office, andthe senior bankersrespect her opinions. She is focused. She gets the job done. You do notwant to be the person who disrupts the team’s cohesiveness, camaraderie, andaccomplishments.Maria was clear that this task must be completed now. You contemplate whether you shouldprepare the projections as requested. Given the importance of the transaction, you don’t wantto create a problem if there isn’t one. Nonetheless, since you joined the bank, you have beenrepeatedly reminded of how important honesty and accuracy are to the business through thebank’s communications and training.Discussion Questions➢ Should you just let it go and complete the projections? What does your gut tell you➢ What do you feel is your responsibility in this case?➢ What are some of the factors that impact yourjudgment➢ If you went and talked Maria a second time, what would you say to her?➢ If you do not want to go to Maria, whoelse in the organization could you seek out?➢ What are the potential positive and negative ramifications of raising your concernsand of not raising your concerns?➢ How would your decision affect how you feel about yourself and how you feel aboutthe bank?

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