The UK's Financial Services Authority published a "consultation paper" yesterday -- that is, a request for public comment on a proposed new regulation.
The subject of the proposal is an instrument known as a "contract for difference." This is a contract in which a party is paid when an underlying asset increases in value or perhaps pays out money when the asset falls in value (takes the long side), or vice versa (for the opposite party of course takes the short side). The significance of the CFD is that the speculator -- typically a hedge fund -- never acquires title of the underlying asset, so the transaction unbundles title from economic risk.
The FSA is concerned that undisclosed CFDs can mess up the system of corporate governance. Consider, for an easy case, a corporation's stockholder who has sold CFDs to a hedge fund. The hedge fund has the "long" position -- it has an interest in an increase in the value of that stock. The stockholder now has a "short" position -- it will receive money if the stock price falls. The stockholder still has title to the stock, though, and accordingly still has a vote in proxy contests.
Will the stockholder exercise that vote in such a way as to sabotage efforts of corporate management, or to help install an incompetent board, so as to benefit from the difference, the price fall, that will result?
That's an easy problem to imagine, but not the FSA's central concern. After all, look at the matter from the point of view of the hedge fund that bought the long position. It wouldn't be likely to do so if it thought the stockholder was about to sabotage the company so blatantly. Or, at least, it wouldn't make the same mistake twice. Can't the contracts between the long and short parties be trusted to ensure that the economic interest and the voting interest remain in some alliance?
Now we get to the real regulatory concern. The contracts can do that job all too well. The FSA is worried that hedge funds and others with CFD, but without titles to the stock, are exercising informal control over how the stock is voted, and that this makes the corporate governance system too opaque -- management and the other shareholders don't know who is pulling what strings.
Accordingly, the FSA's proposal focuses on disclosure. In essence, they want managements to be able to flush out all CFD holders with an economic interest of 5% of more of their equity.
There is a tax angle to this, too. CFDs are a flourishing part of the UK equity market, accounting for 30% of all trades, because in Britain there's a 0.5% stamp duty levied by the government on the sale of the actual shares, the underlying asset. CFDs are a way of playing the market without paying the tax, and the "unbundling" of votes from economic interest is more of a side effect than a positive benefit of these instruments.
The bottom line though is that if you want to comment on the FSA proposal, you've got three months. The clock is ticking.
Tuesday, November 13, 2007
Monday, November 12, 2007
Microsoft annual meeting
Microsoft is holding its annual shareholders meeting in downtown Seattle, Washington, tomorrow.
There are two contested shareholder resolutions on the agenda. One proposal, from the New York City Pension Fund, requests that "management institute policies to help protect freedom of access to the Internet" including certain minimum standards. The NYC pension fund is managed by the office of the comptroller there, William C. Thompson.
Mr. Thompson notes, on behalf of his proposal: "that some authoritarian foreign governments such as the Governments of Belarus, Burma, China, Cuba, Egypt, Iran, North Korea, Saudi Arabia, Syria, Tunisia, Turkmenistan, Uzbekistan, and Vietnam block, restrict, and monitor the information their citizens attempt to obtain."
The company recommends through its proxy statement that shareholders vote "no" on this: "In our view the most effective approach toward this subject requires more flexibility than the proposed standards would allow. We believe that availability of our products and services has increased the ability of people worldwide to engage in free expression and has helped transform the economic, cultural, and political landscape of nations throughout the world."
The second proposal would establish a board committee on human rights. The company likewise recommends a No vote on this one.
There are two contested shareholder resolutions on the agenda. One proposal, from the New York City Pension Fund, requests that "management institute policies to help protect freedom of access to the Internet" including certain minimum standards. The NYC pension fund is managed by the office of the comptroller there, William C. Thompson.
Mr. Thompson notes, on behalf of his proposal: "that some authoritarian foreign governments such as the Governments of Belarus, Burma, China, Cuba, Egypt, Iran, North Korea, Saudi Arabia, Syria, Tunisia, Turkmenistan, Uzbekistan, and Vietnam block, restrict, and monitor the information their citizens attempt to obtain."
The company recommends through its proxy statement that shareholders vote "no" on this: "In our view the most effective approach toward this subject requires more flexibility than the proposed standards would allow. We believe that availability of our products and services has increased the ability of people worldwide to engage in free expression and has helped transform the economic, cultural, and political landscape of nations throughout the world."
The second proposal would establish a board committee on human rights. The company likewise recommends a No vote on this one.
Sunday, November 11, 2007
Miscellaneous News
Three things today:
1) Icahn has reached a confidentiality agreement with BEA Systems Inc. I wrote about BEA and its rebuff of Oracle in the waningdays of October. Management apparently hopes to persuade him that they are in the right in insisting that they won't sell control for anything less than $21 a share, and they'll share confidential material with him in order to pull off this feat of persuasion.
2) AIG reported its third-quarter operating profit Wednesday: and the news was bad. The third-quarter operating profit fell by 13% percent, or 27 cents a share below analysts' estimates.
In a conference call the following day, AIG honchos warned that revenue in some parts of the company probably wouldn't improve in 2008.
It warned in a conference call on Thursday that revenue in some parts of the company, such as the mortgage insurance unit, probably would not improve in 2008.
This has had the predictable effect upon AIG's stock price and may well lead stockholders to look kindly upon whatever Greenberg is cooking up.
3) By the way, I'd like to say a big "hello" to anyone who is reading this from Labaton Sucharow LLP, a prominent securities-litigation law firm. Labaton reprsents the Ohio Public Employees Retirement System, which is lead plaintiff in a lawsuit against AIG and Greenberg for their use of sham reinsurance agreements that made the books look unrealistically favorable and allegedly induced pension fund executives to buy and/or hold the stock when they wouldn't have otherwise.
I infer that somebody at Labaton has the job of periodically googling the name "Hank Greenberg" and writing a report on what he finds. In that case, he's reading this, too. Welcome.
1) Icahn has reached a confidentiality agreement with BEA Systems Inc. I wrote about BEA and its rebuff of Oracle in the waningdays of October. Management apparently hopes to persuade him that they are in the right in insisting that they won't sell control for anything less than $21 a share, and they'll share confidential material with him in order to pull off this feat of persuasion.
2) AIG reported its third-quarter operating profit Wednesday: and the news was bad. The third-quarter operating profit fell by 13% percent, or 27 cents a share below analysts' estimates.
In a conference call the following day, AIG honchos warned that revenue in some parts of the company probably wouldn't improve in 2008.
It warned in a conference call on Thursday that revenue in some parts of the company, such as the mortgage insurance unit, probably would not improve in 2008.
This has had the predictable effect upon AIG's stock price and may well lead stockholders to look kindly upon whatever Greenberg is cooking up.
3) By the way, I'd like to say a big "hello" to anyone who is reading this from Labaton Sucharow LLP, a prominent securities-litigation law firm. Labaton reprsents the Ohio Public Employees Retirement System, which is lead plaintiff in a lawsuit against AIG and Greenberg for their use of sham reinsurance agreements that made the books look unrealistically favorable and allegedly induced pension fund executives to buy and/or hold the stock when they wouldn't have otherwise.
I infer that somebody at Labaton has the job of periodically googling the name "Hank Greenberg" and writing a report on what he finds. In that case, he's reading this, too. Welcome.
Wednesday, November 7, 2007
Hank Greenberg's Resources
Now to the big question, to cap off this week's entries.
If Greenberg's filing means that he does plan a comeback, putting himself once again at the helm of AIG, then what are his chances of pulling that off?
The most obvious point is that he still has admirers. There are people who believe AIG's stock price has suffered from his absense, and who'd love to have him back. The price was above $70 before Spitzer pressed the issue that led to his departure. It immediately sank to $50, although it didn't stay that far down for very long. There's been a lot of zig-zagging since, but as of the close of business yesterday, Nov. 6, the price was at $62.05.
Of course, Greenberg's admirers might be wrong. For all we know the stock price might have been at $62.05 right now even if Spitzer had never interested himself in AIG, and Greenberg had never left. Or, it might be at $100. Alternative-universe hypotheses are difficult to test. Still, there is some sentiment in his favor.
There is also the China connection. Recall that the company got its start there. More important, the whole world seems to be heading to China right now. Optimism about China is the engine that has kept the world economy moving over the past few months as the US and the European nations have suffered through mortgage-market related problems.
Greenberg is said to feel quite at home in China. He helped the PRC get into the World Trade Organization. Last year, Long Yongtu, the chief negotiator for China's entry into the WTO, said to an interviewer: "Mr. Greenberg is the most famous U.S. business leader in this country. Perhaps most important, he is a long-standing friend of the Chinese people."
That's the sort of connection one has to count as a resource in a struggle for corporate control.
(This post will be my last on Proxy Partisans until Sunday. I'll confine my blogging for the remainder of the week to Pragmatism Refreshed. cfaille.blogspot.com Feel free to drop by.)
If Greenberg's filing means that he does plan a comeback, putting himself once again at the helm of AIG, then what are his chances of pulling that off?
The most obvious point is that he still has admirers. There are people who believe AIG's stock price has suffered from his absense, and who'd love to have him back. The price was above $70 before Spitzer pressed the issue that led to his departure. It immediately sank to $50, although it didn't stay that far down for very long. There's been a lot of zig-zagging since, but as of the close of business yesterday, Nov. 6, the price was at $62.05.
Of course, Greenberg's admirers might be wrong. For all we know the stock price might have been at $62.05 right now even if Spitzer had never interested himself in AIG, and Greenberg had never left. Or, it might be at $100. Alternative-universe hypotheses are difficult to test. Still, there is some sentiment in his favor.
There is also the China connection. Recall that the company got its start there. More important, the whole world seems to be heading to China right now. Optimism about China is the engine that has kept the world economy moving over the past few months as the US and the European nations have suffered through mortgage-market related problems.
Greenberg is said to feel quite at home in China. He helped the PRC get into the World Trade Organization. Last year, Long Yongtu, the chief negotiator for China's entry into the WTO, said to an interviewer: "Mr. Greenberg is the most famous U.S. business leader in this country. Perhaps most important, he is a long-standing friend of the Chinese people."
That's the sort of connection one has to count as a resource in a struggle for corporate control.
(This post will be my last on Proxy Partisans until Sunday. I'll confine my blogging for the remainder of the week to Pragmatism Refreshed. cfaille.blogspot.com Feel free to drop by.)
Tuesday, November 6, 2007
Greenberg Keeps Busy
So what has Greenberg been doing since he left AIG in 2005? Quite a lot. He started his own financial-services company, C.V. Starr & Co. -- tellingly, that name alludes to his mentor, the founder of AIG, Cornelius Vander Starr.
Greenberg has also occupied a seat on the board of directors of the Council on Foreign Relations, involved himself with a variety of philanthropies and ... when this much doesn't keep him busy ... he's been litigating, both as a defendant and as a plaintiff.
AIG settled with Spitzer in February 2006, but Mr. Greenberg, as an individual defendant, continued and continues to fight.
In September 2006, the state of New York dropped two of the six charges it had brought againt Greenberg (in a civil case, I ought to add). Four charges remain. Depending on who you believe, this was either a matter of dropping the peripheral matters to focus on the core of the case, or an admission that the case was always a witch hunt and is now just a continuing search for technicalities to justify the expense.
Also, AIG and Greenberg have litigated against one another, including one case filed by each against the other in Delaware state court this summer.
Two months ago, Mr. Greenberg invoked his fifth amendment right against self-incrimination in refusing to answer questions from the SEC.
But what is at stake in any coming battle for control over AIG isn't just a grudge match, dramatically interesting though the idea may be. It is the question of how deeply involved AIG has become with the mortgage market and the problems that has caused this autumn for so many other financial giants. Is it hiding something important here, or will it likely emerge unscathed.
It is begining to appear that anyone who does emerge unscathed will be strengthened, not on general philosophical "that which does not kill me makes me stronger" grounds, but because so many competitors will have been ... well ... scathed.
Greenberg has also occupied a seat on the board of directors of the Council on Foreign Relations, involved himself with a variety of philanthropies and ... when this much doesn't keep him busy ... he's been litigating, both as a defendant and as a plaintiff.
AIG settled with Spitzer in February 2006, but Mr. Greenberg, as an individual defendant, continued and continues to fight.
In September 2006, the state of New York dropped two of the six charges it had brought againt Greenberg (in a civil case, I ought to add). Four charges remain. Depending on who you believe, this was either a matter of dropping the peripheral matters to focus on the core of the case, or an admission that the case was always a witch hunt and is now just a continuing search for technicalities to justify the expense.
Also, AIG and Greenberg have litigated against one another, including one case filed by each against the other in Delaware state court this summer.
Two months ago, Mr. Greenberg invoked his fifth amendment right against self-incrimination in refusing to answer questions from the SEC.
But what is at stake in any coming battle for control over AIG isn't just a grudge match, dramatically interesting though the idea may be. It is the question of how deeply involved AIG has become with the mortgage market and the problems that has caused this autumn for so many other financial giants. Is it hiding something important here, or will it likely emerge unscathed.
It is begining to appear that anyone who does emerge unscathed will be strengthened, not on general philosophical "that which does not kill me makes me stronger" grounds, but because so many competitors will have been ... well ... scathed.
Monday, November 5, 2007
The history of AIG
American Insurance Group is the sixth largest company in the world, according to Forbes.
It was founded by Cornelius Vander Starr, a native of California, of Dutch descent, 88 years ago, set up as a Shanghai-based operation selling insurance to the Chinese.
It was marvellously successful, and soon had operations around the world. Of course with the Communist takeover in the 1940s, the company moved its headquarters to New York.
Greenberg climbed up the corporate ladder as Vander Starr's protege, and became his successor when the company founder retired in the late 1960s. Soon thereafter, the company went public. Greenberg remained its chief for more than 35 years.
In October 2004 the New York Attorney General Eliot Spitzer, who has since become Governor, announced a lawsuit against Marsh & McLennan Companies -- a brokerage -- for steering clients to preferred insurers with whom the Company maintained lucrative payoff agreements, and for soliciting rigged bids for insurance contracts from the insurers.
Spitzer also announced in a release that two AIG executives had pleaded guilty to criminal charges in connection with all this steering and rigging.
The resultant brouhaha led to Greenberg's departure early the following year. In February 2006, the State of New York and the post-Greenberg management at AIG agreed to a settlement, including a fine of $1.6 billion.
Greenberg hasn't taken well to retirement. One doesn't get the impression that he's spent a lot of time at the Elba fishin' hole, kicking back with a brew. We'll get into what he HAS been up to, tomorrow.
It was founded by Cornelius Vander Starr, a native of California, of Dutch descent, 88 years ago, set up as a Shanghai-based operation selling insurance to the Chinese.
It was marvellously successful, and soon had operations around the world. Of course with the Communist takeover in the 1940s, the company moved its headquarters to New York.
Greenberg climbed up the corporate ladder as Vander Starr's protege, and became his successor when the company founder retired in the late 1960s. Soon thereafter, the company went public. Greenberg remained its chief for more than 35 years.
In October 2004 the New York Attorney General Eliot Spitzer, who has since become Governor, announced a lawsuit against Marsh & McLennan Companies -- a brokerage -- for steering clients to preferred insurers with whom the Company maintained lucrative payoff agreements, and for soliciting rigged bids for insurance contracts from the insurers.
Spitzer also announced in a release that two AIG executives had pleaded guilty to criminal charges in connection with all this steering and rigging.
The resultant brouhaha led to Greenberg's departure early the following year. In February 2006, the State of New York and the post-Greenberg management at AIG agreed to a settlement, including a fine of $1.6 billion.
Greenberg hasn't taken well to retirement. One doesn't get the impression that he's spent a lot of time at the Elba fishin' hole, kicking back with a brew. We'll get into what he HAS been up to, tomorrow.
Sunday, November 4, 2007
Greenberg to Return From Elba
I can just imagine that vein on Hank Greenberg's forehead. It's been throbbing painfully for two years now, ever since the board at American International Group forced him out as CEO and chairman.
He had turned that insurance company into a financial empire, and he must have felt some proprietary interest in it. Yet those who had been riding along on his coattails turned on him at the first whiff of scandal. That, at least, must be how it seemed to him.
Now, he may think of himself as a certain ex-Emperor on Elba, about to make his return. Such I infer, anyway, from Friday's news.
Greenberg has filed a document with the Securities and Exchange Commission that says that he and entities he controls, believe "there are opportunities to significantly improve the Issuer's [AIG's] performance and strategic direction, as well as the value of their investment."
The filing commits Greenberg to nothing, not even to "holding discussions" with other shareholders, a startlingly radicial possibility it mentions.
Why does one file a document with the SEC that says in effect, "I'm not all that happy with the return I'm getting and I might talk to some others to see if they feel the same way"? People who hold large chunks of stock in a publicly owned company are required to keep the public, and so the management of that company, apprised of their intentions, so there are no takeovers-by-ambush.
Despite all the cautious lawyerly wording, then, it appears that Greenberg is setting the stage and some sort of struggle for control may be in the offing.
Cool. Those of you fans who are new to corporate skullduggery might now have a lot of questions. Like: how important is AIG? What was the scandal that pressed Greenberg to give up the corner office? What resources does he have if he is in fact seeking to march on Paris? Why does he file this just now? I hope to address these in coming days.
He had turned that insurance company into a financial empire, and he must have felt some proprietary interest in it. Yet those who had been riding along on his coattails turned on him at the first whiff of scandal. That, at least, must be how it seemed to him.
Now, he may think of himself as a certain ex-Emperor on Elba, about to make his return. Such I infer, anyway, from Friday's news.
Greenberg has filed a document with the Securities and Exchange Commission that says that he and entities he controls, believe "there are opportunities to significantly improve the Issuer's [AIG's] performance and strategic direction, as well as the value of their investment."
The filing commits Greenberg to nothing, not even to "holding discussions" with other shareholders, a startlingly radicial possibility it mentions.
Why does one file a document with the SEC that says in effect, "I'm not all that happy with the return I'm getting and I might talk to some others to see if they feel the same way"? People who hold large chunks of stock in a publicly owned company are required to keep the public, and so the management of that company, apprised of their intentions, so there are no takeovers-by-ambush.
Despite all the cautious lawyerly wording, then, it appears that Greenberg is setting the stage and some sort of struggle for control may be in the offing.
Cool. Those of you fans who are new to corporate skullduggery might now have a lot of questions. Like: how important is AIG? What was the scandal that pressed Greenberg to give up the corner office? What resources does he have if he is in fact seeking to march on Paris? Why does he file this just now? I hope to address these in coming days.
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