Mergers & Acquisitions

Data Transfer

The value of data in a merger cannot be underestimated.
By: | May 1, 2014 • 6 min read

The transfer of data is key to any successful M&A, however many companies neglect to safeguard their data even at the most basic levels.

In many cases, firms simply overlook the value of data because they would rather focus on the hard assets involved in the deal such as property and equipment.

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But the consequences of ignoring the value of data as part of the transaction can be catastrophic, resulting in the loss of highly sensitive company information, the price of the deal being significantly affected or the deal falling through altogether.

M&As are big business in today’s fast-paced corporate world, with the total volume of global deals amounting to $2.33 trillion in 2013, according to Bloomberg, meaning that data handling is now more important than ever.

R5-14p30-31_02Data.inddDavid Molitano, vice president, content, technology and services liability division, at OneBeacon, said data is often the No. 1 reason for a company to be acquired in the first place.

“It is difficult to place an average cost on data itself because it will have a different value from company to company,” Molitano said. “The true dollar value amount really depends on what a company is willing to pay for that data and the accompanying intellectual property.”

He said that any data transferred as part of a deal needs to be first clearly defined, evaluated and controlled just like any other asset.

However, despite all the checks in place, any company holding large amounts of data would naturally be a target for a data breach, he said.

“Since the data directly correlates to money on the black market, there is the constant threat of a data breach,” Molitano said. “In an M&A situation, a company must also look more closely to internal issues such as a disgruntled or recently discharged employee who may take confidential company information with them when they leave the company.

“Since so much of today’s data is easily portable, removing data from a network and a place of employment is unfortunately very easy.”

Richard Clark, UK-based Xuber’s head of specialist commercial, whose company services the Lloyd’s of London market, said that data is just as valuable as the systems and repositories where it is stored.

“In an M&A deal, the retention of existing customers and a base from which to grow the business are obvious imperatives,” he said.

“Therefore, the history or dealings (claims, customer information, premium payment records etc.) and the analyses that can be run from the existing data are vital.”

Clark said the risks involved in transferring data in any M&A include the loss of vital intellectual property and other unforeseen costs resulting from software access contracts not being properly checked.

The consequences of not getting the data part of the deal right could be loss of business as well as the absence of a statistical basis from which to operate when evaluating future opportunities.

 Underestimating Value

“There isn’t an executive in the land that doesn’t know the true value of data,” said John Merchant, Head of Cyber Liability & Professional Liability Underwriting at Freedom Specialty Insurance Co.

“However, many times in an M&A deal, the value of that data is vastly underestimated and it isn’t nearly as well protected as it should be.”

John Merchant, Head of Cyber Liability & Professional Liability Underwriting for Freedom Specialty Insurance Co.

John Merchant, Head of Cyber Liability & Professional Liability Underwriting for Freedom Specialty Insurance Co.

Merchant places a higher value on data than on the hard assets involved in an M&A.

“During a deal, most people at the board of directors’ level look at the more traditional aspects such as the financials and pro-formas,” Merchant said. “I think that, however, is more of a generational issue and due to a general lack of understanding about company systems and data oversight.”

Security is the single biggest issue for companies transferring data, he said.

However, particularly in non-technology deals, the risk manager responsible for looking after the data is often brought in too late in the process, meaning that the data is never truly secure, he said.

From a buying perspective, he said, the buyer needs to assume all of the liabilities associated with the data.

“They have to look at exactly what the data is and what they are buying, who it belongs to and whether it is being handled properly,” Merchant said.

On the other side, he said, the seller is also responsible for the transfer of that data.

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One of the biggest unknown risks, according to Merchant, is the security of cloud computing and the use of third-party providers such as Google or Amazon to handle any data involved in a deal, because it is still a relatively new area.

“On the carrier side,” he said, “we haven’t necessarily seen a lot of claims activity or lawsuits in that area. However that is not to say it isn’t happening, so it’s something we need to keep a very close eye on.”

In the worst-case scenario, said Merchant, there could be a loss of data or the deal could fall through because of the way the data was handled.

“If companies don’t start to look at their data as a hard asset such as property, then they could be in real trouble if something goes wrong further down the line,” he said.

Ryan Gibney, an underwriter at XL who specializes in technology, cyber liability and data protection, said that his clients realize the value of data and have taken the appropriate steps to protect it at source.

“It is particularly important for companies in the public eye and public companies with shareholders that whenever they transfer data as part of any deal that a nondisclosure agreement is signed and that all of the network security controls of the other party are properly audited,” Gibney said.

“On top of that, they need to ensure they have cyber insurance to protect themselves and their clients in the event of any loss of data shared as part of the deal.”

One of the biggest issues to be resolved, said Gibney, is the control of access to data, where it is stored and who uses it once it has been transferred.

“Companies want to make sure that any data transferred is fully protected so that if an improper disclosure of that data occurs, you can advise any inquiring parties that the proper controls were in place to safeguard that data.”

Most of the errors occur, he said, because companies don’t have the right basic encryption protocols in place.

Tim Crowley, director, management and professional risk group at Crystal & Company, said it is important to get the company’s IT team involved as early as possible in the process in order to evaluate all of the other company’s privacy and security protocols, and to align the two companies.

“I think the critical thing for the risk managers, particularly on the buying side, is to continually look at their policies as they add different entities from potentially different industry classes, because not one policy is the same.”

—  Tim Crowley, director, management and professional risk group, at Crystal & Company

Crowley said the market for risk transfer policies has broadened considerably over the last few years in terms of the coverage provided for both first- and third-party liabilities.

“I think the critical thing for the risk managers, particularly on the buying side, is to continually look at their policies as they add different entities from potentially different industry classes, because not one policy is the same.”

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Kevin Maloy, senior managing director, M&A, special practices, at the same brokerage, added: “From a risk management perspective, we are seeing more companies from a good governance standpoint, adopting the concept of a privacy committee and establishing privacy procedures.

“There are a number of clearly defined and set guidelines that companies can follow in order to take the right enterprise risk management steps to protect their balance sheets from an unintentional breach.”

Alex Wright is a U.K.-based business journalist, who previously was deputy business editor at The Royal Gazette in Bermuda. You can reach him at [email protected]

More from Risk & Insurance

More from Risk & Insurance

Exclusive | Hank Greenberg on China Trade, Starr’s Rapid Growth and 100th, Spitzer, Schneiderman and More

In a robust and frank conversation, the insurance legend provides unique insights into global trade, his past battles and what the future holds for the industry and his company.
By: | October 12, 2018 • 12 min read

In 1960, Maurice “Hank” Greenberg was hired as a vice president of C.V. Starr & Co. At age 35, he had already accomplished a great deal.

He served his country as part of the Allied Forces that stormed the beaches at Normandy and liberated the Nazi death camps. He fought again during the Korean War, earning a Bronze Star. He held a law degree from New York Law School.

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Now he was ready to make his mark on the business world.

Even C.V. Starr himself — who hired Mr. Greenberg and later hand-picked him as the successor to the company he founded in Shanghai in 1919 — could not have imagined what a mark it would be.

Mr. Greenberg began to build AIG as a Starr subsidiary, then in 1969, he took it public. The company would, at its peak, achieve a market cap of some $180 billion and cement its place as the largest insurance and financial services company in history.

This month, Mr. Greenberg travels to China to celebrate the 100th anniversary of C.V. Starr & Co. That visit occurs at a prickly time in U.S.-Sino relations, as the Trump administration levies tariffs on hundreds of billions of dollars in Chinese goods and China retaliates.

In September, Risk & Insurance® sat down with Mr. Greenberg in his Park Avenue office to hear his thoughts on the centennial of C.V. Starr, the dynamics of U.S. trade relationships with China and the future of the U.S. insurance industry as it faces the challenges of technology development and talent recruitment and retention, among many others. What follows is an edited transcript of that discussion.


R&I: One hundred years is quite an impressive milestone for any company. Celebrating the anniversary in China signifies the importance and longevity of that relationship. Can you tell us more about C.V. Starr’s history with China?

Hank Greenberg: We have a long history in China. I first went there in 1975. There was little there, but I had business throughout Asia, and I stopped there all the time. I’d stop there a couple of times a year and build relationships.

When I first started visiting China, there was only one state-owned insurance company there, PICC (the People’s Insurance Company of China); it was tiny at the time. We helped them to grow.

I also received the first foreign life insurance license in China, for AIA (The American International Assurance Co.). To date, there has been no other foreign life insurance company in China. It took me 20 years of hard work to get that license.

We also introduced an agency system in China. They had none. Their life company employees would get a salary whether they sold something or not. With the agency system of course you get paid a commission if you sell something. Once that agency system was installed, it went on to create more than a million jobs.

R&I: So Starr’s success has meant success for the Chinese insurance industry as well.

Hank Greenberg: That’s partly why we’re going to be celebrating that anniversary there next month. That celebration will occur alongside that of IBLAC (International Business Leaders’ Advisory Council), an international business advisory group that was put together when Zhu Rongji was the mayor of Shanghai [Zhu is since retired from public life]. He asked me to start that to attract foreign companies to invest in Shanghai.

“It turns out that it is harder [for China] to change, because they have one leader. My guess is that we’ll work it out sooner or later. Trump and Xi have to meet. That will result in some agreement that will get to them and they will have to finish the rest of the negotiations. I believe that will happen.” — Maurice “Hank” Greenberg, chairman and CEO, C.V. Starr & Co. Inc.

Shanghai and China in general were just coming out of the doldrums then; there was a lack of foreign investment. Zhu asked me to chair IBLAC and to help get it started, which I did. I served as chairman of that group for a couple of terms. I am still a part of that board, and it will be celebrating its 30th anniversary along with our 100th anniversary.

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We have a good relationship with China, and we’re candid as you can tell from the op-ed I published in the Wall Street Journal. I’m told that my op-ed was received quite well in China, by both Chinese companies and foreign companies doing business there.

On August 29, Mr. Greenberg published an opinion piece in the WSJ reminding Chinese leaders of the productive history of U.S.-Sino relations and suggesting that Chinese leaders take pragmatic steps to ease trade tensions with the U.S.

R&I: What’s your outlook on current trade relations between the U.S. and China?

Hank Greenberg: As to the current environment, when you are in negotiations, every leader negotiates differently.

President Trump is negotiating based on his well-known approach. What’s different now is that President Xi (Jinping, General Secretary of the Communist Party of China) made himself the emperor. All the past presidents in China before the revolution had two terms. He’s there for life, which makes things much more difficult.

R&I: Sure does. You’ve got a one- or two-term president talking to somebody who can wait it out. It’s definitely unique.

Hank Greenberg: So, clearly a lot of change is going on in China. Some of it is good. But as I said in the op-ed, China needs to be treated like the second largest economy in the world, which it is. And it will be the number one economy in the world in not too many years. That means that you can’t use the same terms of trade that you did 25 or 30 years ago.

They want to have access to our market and other markets. Fine, but you have to have reciprocity, and they have not been very good at that.

R&I: What stands in the way of that happening?

Hank Greenberg: I think there are several substantial challenges. One, their structure makes it very difficult. They have a senior official, a regulator, who runs a division within the government for insurance. He keeps that job as long as he does what leadership wants him to do. He may not be sure what they want him to do.

For example, the president made a speech many months ago saying they are going to open up banking, insurance and a couple of additional sectors to foreign investment; nothing happened.

The reason was that the head of that division got changed. A new administrator came in who was not sure what the president wanted so he did nothing. Time went on and the international community said, “Wait a minute, you promised that you were going to do that and you didn’t do that.”

So the structure is such that it is very difficult. China can’t react as fast as it should. That will change, but it is going to take time.

R&I: That’s interesting, because during the financial crisis in 2008 there was talk that China, given their more centralized authority, could react more quickly, not less quickly.

Hank Greenberg: It turns out that it is harder to change, because they have one leader. My guess is that we’ll work it out sooner or later. Trump and Xi have to meet. That will result in some agreement that will get to them and they will have to finish the rest of the negotiations. I believe that will happen.

R&I: Obviously, you have a very unique perspective and experience in China. For American companies coming to China, what are some of the current challenges?

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Hank Greenberg: Well, they very much want to do business in China. That’s due to the sheer size of the country, at 1.4 billion people. It’s a very big market and not just for insurance companies. It’s a whole range of companies that would like to have access to China as easily as Chinese companies have access to the United States. As I said previously, that has to be resolved.

It’s not going to be easy, because China has a history of not being treated well by other countries. The U.S. has been pretty good in that way. We haven’t taken advantage of China.

R&I: Your op-ed was very enlightening on that topic.

Hank Greenberg: President Xi wants to rebuild the “middle kingdom,” to what China was, a great country. Part of that was his takeover of the South China Sea rock islands during the Obama Administration; we did nothing. It’s a little late now to try and do something. They promised they would never militarize those islands. Then they did. That’s a real problem in Southern Asia. The other countries in that region are not happy about that.

R&I: One thing that has differentiated your company is that it is not a public company, and it is not a mutual company. We think you’re the only large insurance company with that structure at that scale. What advantages does that give you?

Hank Greenberg: Two things. First of all, we’re more than an insurance company. We have the traditional investment unit with the insurance company. Then we have a separate investment unit that we started, which is very successful. So we have a source of income that is diverse. We don’t have to underwrite business that is going to lose a lot of money. Not knowingly anyway.

R&I: And that’s because you are a private company?

Hank Greenberg: Yes. We attract a different type of person in a private company.

R&I: Do you think that enables you to react more quickly?

Hank Greenberg: Absolutely. When we left AIG there were three of us. Myself, Howie Smith and Ed Matthews. Howie used to run the internal financials and Ed Matthews was the investment guy coming out of Morgan Stanley when I was putting AIG together. We started with three people and now we have 3,500 and growing.

“I think technology can play a role in reducing operating expenses. In the last 70 years, you have seen the expense ratio of the industry rise, and I’m not sure the industry can afford a 35 percent expense ratio. But while technology can help, some additional fundamental changes will also be required.” — Maurice “Hank” Greenberg, chairman and CEO, C.V. Starr & Co. Inc.

R&I:  You being forced to leave AIG in 2005 really was an injustice, by the way. AIG wouldn’t have been in the position it was in 2008 if you had still been there.

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Hank Greenberg: Absolutely not. We had all the right things in place. We met with the financial services division once a day every day to make sure they stuck to what they were supposed to do. Even Hank Paulson, the Secretary of Treasury, sat on the stand during my trial and said that if I’d been at the company, it would not have imploded the way it did.

R&I: And that fateful decision the AIG board made really affected the course of the country.

Hank Greenberg: So many people lost all of their net worth. The new management was taking on billions of dollars’ worth of risk with no collateral. They had decimated the internal risk management controls. And the government takeover of the company when the financial crisis blew up was grossly unfair.

From the time it went public, AIG’s value had increased from $300 million to $180 billion. Thanks to Eliot Spitzer, it’s now worth a fraction of that. His was a gross misuse of the Martin Act. It gives the Attorney General the power to investigate without probable cause and bring fraud charges without having to prove intent. Only in New York does the law grant the AG that much power.

R&I: It’s especially frustrating when you consider the quality of his own character, and the scandal he was involved in.

In early 2008, Spitzer was caught on a federal wiretap arranging a meeting with a prostitute at a Washington Hotel and resigned shortly thereafter.

Hank Greenberg: Yes. And it’s been successive. Look at Eric Schneiderman. He resigned earlier this year when it came out that he had abused several women. And this was after he came out so strongly against other men accused of the same thing. To me it demonstrates hypocrisy and abuse of power.

Schneiderman followed in Spitzer’s footsteps in leveraging the Martin Act against numerous corporations to generate multi-billion dollar settlements.

R&I: Starr, however, continues to thrive. You said you’re at 3,500 people and still growing. As you continue to expand, how do you deal with the challenge of attracting talent?

Hank Greenberg: We did something last week.

On September 16th, St. John’s University announced the largest gift in its 148-year history. The Starr Foundation donated $15 million to the school, establishing the Maurice R. Greenberg Leadership Initiative at St. John’s School of Risk Management, Insurance and Actuarial Science.

Hank Greenberg: We have recruited from St. John’s for many, many years. These are young people who want to be in the insurance industry. They don’t get into it by accident. They study to become proficient in this and we have recruited some very qualified individuals from that school. But we also recruit from many other universities. On the investment side, outside of the insurance industry, we also recruit from Wall Street.

R&I: We’re very interested in how you and other leaders in this industry view technology and how they’re going to use it.

Hank Greenberg: I think technology can play a role in reducing operating expenses. In the last 70 years, you have seen the expense ratio of the industry rise, and I’m not sure the industry can afford a 35 percent expense ratio. But while technology can help, some additional fundamental changes will also be required.

R&I: So as the pre-eminent leader of the insurance industry, what do you see in terms of where insurance is now and where it’s going?

Hank Greenberg: The country and the world will always need insurance. That doesn’t mean that what we have today is what we’re going to have 25 years from now.

How quickly the change comes and how far it will go will depend on individual companies and individual countries. Some will be more brave than others. But change will take place, there is no doubt about it.

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More will go on in space, there is no question about that. We’re involved in it right now as an insurance company, and it will get broader.

One of the things you have to worry about is it’s now a nuclear world. It’s a more dangerous world. And again, we have to find some way to deal with that.

So, change is inevitable. You need people who can deal with change.

R&I:  Is there anything else, Mr. Greenberg, you want to comment on?

Hank Greenberg: I think I’ve covered it. &

The R&I Editorial Team can be reached at [email protected]