Stockholders of publicly traded companies, as well as the general public, have recently become outraged with executive compensation and their hefty bonuses, especially in light of the mounting losses at some companies. It seems that no matter what happens or what they do, executives somehow always win. They win big during their employment, and sometimes even more as they retire. With all that money, you'd think that haggling over some perks in their package would be beneath them . . . but it isn't.
The recent outrageous perk award goes to Continental Airlines (NYSE: CAL) CFO Jeffrey Misner who asked for and was granted a free lifetime parking spot at Jacksonville International Airport. As long as the 54-year-old retiree lives within 200 miles of Jacksonville Airport, and providing Continental has operations at the airport, Misner will have a free parking place. Of course, that's just a perk that goes with a $2,997,000 retirement pay.
At the beginning of the year, many were shocked to hear that Countrywide Financial Corp. -- the poster child of the subprime mortgage meltdown, which has been bought by Bank of America (NYSE: BAC) -- CEO Angelo Mozilo was going to receive a $36.4 million cash severance payments, $400,000 per year for consulting services, and perks including the use of a private airplane. He walked away from most of these after a public outcry. Don't feel bad though, he still left with at least $23.8 million.
It just doesn't cease to amaze me how some people have the nerve to ask for certain perks in addition to their very fine salaries and severance pays. Here are some more examples:
A lot was said this past week in regard to the SEC attack on rumor mongering and willful misrepresentation of facts for the benefit of naked short sellers. One point that I'd like to make perfectly clear is this: The SEC's indicated desire to quash the spreading of false negative information by, and for the benefit of, manipulative short sellers, is nothing even remotely akin to a First Amendment issue. The First Amendment does not give protection to slanderers, liars, and sabotage artists. I'd also like to make clear my opinion that honest short selling is a positive, healthy, and necessary practice. I believe it helps to define and benchmark real value within the markets.
The Los Angels Times reported that SEC Chairman Christopher Cox may have his hands full in the wake of a measure that protects nearly two dozen large financial firms from naked short selling. The measure requires "anyone effecting a short sale in these securities (to) arrange beforehand to borrow the securities and deliver them at settlement." It's a rule that is long over due for enforcement and that shall most probably, at least temporarily, lay to rest some serious market abuses.
Back in the early 1990s, the U.S. was mired in a recession and the money center banks were in dire straits. But, of course, it was a great opportunity for investors.
So, are we seeing a repeat? Perhaps so, although, you still need to tread carefully. This is according to a front-page piece in Barron's [a paid publication].
And yes, this week has been particularly encouraging, as seen with a widespread rally in the financials. It certainly helped that there was strength from Wells Fargo (NYSE: WFC) and JPMorgan (NYSE: JPM). At the same time, the results from Citigroup (NYSE: C) weren't as bad as expected.
By any measure -- such as price-to-book values and P/Es -- the financials look extremely cheap. Besides, these companies are taking quick medicine in terms of write offs. In other words, once financials report next year, the comparisons should look strong.
Something else: the Securities and Exchange Commission has implemented new rules on short selling (regarding 19 financial companies). Ultimately, this may relieve some of the volatility.
In a press release, the Securities and Exchange Commission announced that it had filed insider trading charges against Beaufort, South Carolina mayor William J. Rauch. The SEC alleges that he "purchased stock in Advanced Cell Technology, Inc. (OTC: ACTC), immediately after one of its executives informed him about a breakthrough embryonic stem cell technique that the company was about to disclose publicly. According to the SEC's complaint, Rauch was told the information was confidential, and he had previously signed an agreement with the company that barred him from using confidential company information for his own benefit."
He agreed to pay $20,708 in disgorgement, $2,576 in prejudgment interest, $20,708 in penalties, and promised not to do it again -- without admitting or denying guilt, of course.
But it gets worse. According to the SEC's complaint (PDF File): In mid-2005, Rauch entered into a written Finder's Fee Agreement ("Agreement") with Advanced Cell. Under the Agreement, Rauch agreed to refer potential investors to Advanced Cell. In exchange for Rauch's services, Advanced Cell granted Rauch an option to buy 48,000 shares of Advanced Cell stock and promised him a referral fee equal to a percentage of any amounts raised.
Translation: The mayor of Beaufort, South Carolina, in addition to the fact that he just settled insider trading charges, was also a shill for a penny stock, telling people he knew to invest in the company while pocketing a "referral fee" from the company. Given that he apparently had few qualms about trading on insider information, it seems likely that he had no problem steering people into shares of Advanced Cell Technology without disclosing his massive conflict of interest.
The announcement of the embryonic stem cell technique sent shares of the stock up to $1.83. They closed yesterday at 2.5 cents. I recognize that the standards of ethics for elected officials are pretty low, but citizens of Beaufort should give this clown the boot.
On Tuesday, the Securities and Exchange Commission threw a brushback pitch at those who are betting on the further collapse of our big financial institutions. Instead of suggesting better oversight of the companies, the SEC is going after short sellers.
For 30 days starting Monday, short-selling will be restricted on 19 financial companies. Financial regulators are also cracking down on "sensational rumors." To put the short-selling rule in perspective, consider that even when the market re-opened after the September 11th attacks, the SEC considered, but didn't implement, short sale restrictions.
Since Bear Steans collapsed and Vanity Fair bought the company's story that short-sellers did them in, everyone is worried that short sellers are bringing the market down. And I'm sure they are, but short-selling, after all, is legal. The SEC just loosened rules on it last year.
Yesterday, SEC chair Steven Cox testified that he's worried about short-selling in connection with spreading false rumors to manipulate the market. OK, that's not legal, but as Cox pointed out, the SEC brought its first case -- EVER -- for this sort of deception this year. And it still hasn't gone after anyone for spreading false positive rumors about a company.
Despite plunging housing prices, record oil and food costs, rising unemployment and a growth-chilling credit crunch, there is some good news in the economy. MarketWatch reports that short sellers had their best month in seven years in June.
Specifically, it reports that The Strunk Short Index, which tracks short selling fund managers, rose 10.47% in June -- it was last higher than that in March 2001 when it climbed 12.45%.The Strunk's best years were in 2002, when investors sold tech stocks, and in 1990, during the last major U.S. banking crisis. It gained 30% and 43% respectively in those years.
But thanks to government intervention, the SEC is going to shut down the one bright spot in the economy. Bloomberg News reports that the SEC is changing the rules of short selling. In particular, it is banning so-called naked short selling -- in which a trader sells a stock without borrowing its shares -- for Fannie Mae (NYSE: FNM) and Freddie Mac (NYSE: FRE). For the next 30 days, traders will need to borrow shares to short them.
This is less of a problem than it appears. The stocks of the two companies fell over 26% Tuesday and they'll probably hit zero in the next 30 days if current trends continue. Meanwhile, unless the SEC decides to ban short selling on the 150 banks expected to fail in the next 18 months, the shorts will not be denied.
People familiar with the issue said that European regulators are gearing up to file new antitrust charges against Intel Corporation (NASDAQ: INTC). The charges, the Wall Street Journal reported, would allege Intel gave major European retailers an incentive not to sell computers that use Advanced Micro Devices Inc (NYSE: AMD) chips.
OTHER PAPERS:
The New York Times reported that News Corporation's (NYSE: NWS) New York Post and The Daily News, owned by Mortimer Zuckerman, are exploring a print pact and have been in talks to find ways to combine some business functions of the papers, according to people briefed on the matter.
Three people familiar with the matter said that the SEC subpoenaed Wall Street investment banks including The Goldman Sachs Group Inc (NYSE: GS), Deutsche Bank AG (NYSE: DB) and Merrill Lynch & Co Inc (NYSE: MER) in its hunt and crack down on suspected manipulation of Bear Stearns and Lehman Brothers Holdings Inc (NYSE: LEH) shares. Bloomberg reported that two of the people said the SEC, which yesterday curtailed short selling in financial stocks, is looking for e-mails and trading records and is also examining whether securities firms have "adequate controls" to deal properly with misconduct.
The SEC is trying to stop Wall Street players from spreading rumors that sink stocks, as I posted yesterday. The reason such rumors matter is because there are many companies that are unable to defend themselves from rumors. Bear Stearns comes to mind as an example. I think if someone tried to spread a rumor that Goldman Sachs Group (NYSE: GS) or Berkshire Hathaway Inc. (NYSE: BRK.A) were heading for bankruptcy, the rumor would not get foo far.
But if a company lacks such a strong reputation, its CEO needs to be prepared to respond effectively to such rumors. And I really don't think it should be difficult to mount an effective defense. In my mind, the CEO should be able to provide credible answers to two questions:
Cash flow. How large are the company's short- and medium-term liabilities and how many times do the market value of its short- and medium-term assets cover these liabilities?
Debt default. What are the company's key loan terms and what specific assurance can the company provide that it is in compliance with these terms?
Today was nothing short of a wild trading day and despite the levels seen at the close it is still a toss up over whether the bulls or bears won today. Merrill Lynch has said that the commodities cycle may have peaked in the first half of this year. It noted that the S&P/GSCI commodity index was up roughly 41% during the first half of 2008, which is the largest gain since the index inception. This may have only been one factor, but oil fell as much as $9.00 per barrel in the biggest one-day dollar drop since 1991. We did even briefly see the VIX hit that magic 30.0 reading. Below are the unofficial closing bell levels:
Genentech, Inc. (NYSE: DNA) rose today despite a weak earnings report and despite it saying it was going to act like an old industrial company with a share buyback plan. Shares were up over 5% at $79.37 in todays final minutes.
The Wall Street Journalreports (subscription required) that the SEC has subpoenaed 50 hedge-fund advisers as part of its probe into allegations that traders spread negative rumors to drive down the share prices of stocks they were short.
It seems especially zealous given how little the SEC has done to crack down on a multitude of other problems harming investors, like the inadequate disclosures of serious risks that have sent shares of companies like Lehman Brothers (NYSE: LEH) and Washington Mutual (NYSE: WM) tumbling.
Maybe there was some foul play at hedge funds, and maybe it's a good use of SEC resources to go after it. But it's worth noting that, throughout history, every time a bubble has burst, the short sellers who profited from its demise have been scapegoated for their foresight. The men who were at the helm of Bear Stearns (Yes, it was men. Women would never foul anything up that badly!) when it collapsed can blame rumor-spreading short sellers for causing a run on the bank. It's the same excuse that former Enron CEO Jeff Skilling invoked in his testimony before Congress.
The New York Times reports that the Securities and Exchange Commission (SEC) is going to begin examining "rumor-spreading intended to manipulate stock prices." Rather than protecting investors against false statements from financial advisers, as happened in the case of the $330 billion now-frozen Auction Rate Securities (ARS) market, the SEC is out to protect executives of companies they run into the ground.
What does the SEC's new policy entail? The Times says that the SEC will start today by focusing on "what policies brokerage firms have in place to prevent the passing of false information. The intent is to stop malicious rumors without hampering the natural exchange of information in the marketplace." I am not a lawyer but it sounds like the SEC will have a tough time monitoring all the exchanges of information among those on Wall Street unless it plans to record every cell phone, land-line, e-mail, IM, and Blackberry exchange all around the world.
Meanwhile, it seems that the government has strained to distinguish between fact and fiction when it makes big policy decisions. For instance, last year Hank Paulson and Ben Bernanke were saying that the subprime problem was "contained." Would the SEC indict Paulson and Bernanke for spreading false rumors intended to manipulate stock prices? After all, their statements -- which are clearly false -- may have had the effect of causing investors to buy stock in non-subprime mortgage lenders. Could they get off the SEC's hook by proving they had no intent to manipulate stock prices?
In a press release issued on Sunday -- presumably meant to be a warning to traders before the opening bell on Monday -- the SEC announced that "the SEC and other securities regulators will immediately conduct examinations aimed at the prevention of the intentional spread of false information intended to manipulate securities prices."
Cash-bleeding train wrecks like Bear Stearns and Lehman Brothers (NYSE: LEH) have complained that rumor-mongering has damaged investors by causing a precipitous slide in their stock prices. Bear Stearns executives have essentially blamed short-sellers for the company collapse which is, interestingly, the same argument made by Enron's former head honchos. Just saying.
I don't doubt that there's a fair amount of hanky panky on the part of short-sellers looking to profit from declines in share price, but I think that massive writedowns and a lack of transparency at these companies have been larger factors. As DealBreaker recently noted, "if a company can be brought down by the corporate equivalent of 7th grade girls passing notes in class, perhaps it doesn't deserve to exist anyway."
The Wall Street Journalnotes (subscription required) that "The need for such a move by the SEC took on new urgency after a brutal week in the U.S. stock market, where major financial firms such as Lehman Brothers Holdings Inc., Fannie Mae and Freddie Mac were battered as rumors about everything from government bailouts to possible mergers flew across Wall Street."
Analysts at some of the large credit ratings agencies may have had their eyes on the cash register instead of paying attention to the quality of their work. So says the SEC.
According toThe Wall Street Journal, "The 10-month examination uncovered poor disclosure practices, a lack of policies and procedures guiding the analysis of mortgage-related debt, and insufficient attention paid to managing conflicts of interests."
That revelation all but buries the already damaged reputations of the ratings firms.
Making money is OK, but the practices may have lost investors billions of dollars. The big credit rating shops like Standard & Poor's have the job of evaluating the risk of products like mortgage-backed securities. Investment banks and their clients thought this paper was fairly safe. It did not turn out that way, not by a long shot.
It was announced today that soft drink giant Coca Cola (NYSE: KO) had settled an almost 8-year-old lawsuit today for $137.5 million. The case originated back in October of 2000, and alleged that the company had artificially boosted its strike price in 1999.
According to the lawsuit, back in late 1999 Coca Cola applied pressure to some of its bottlers to buy unnecessary beverage concentrate. By adding "hundreds of millions of dollars" to the books, the company was allegedly able to report much higher sales volumes to its shareholders and keep its stock price artificially inflated. This practice is typically referred to as "channel surfing".
Despite the fact that the company decided to settle, there was definitely no admission to any wrongdoing. A company representative stated that the decision to go ahead and settle out was merely a move meant to avoid any length and drawn out legal battle, and by no means should be viewed as any admission of guilt in the charges.
While calling Arthur Levitt's tenure as chairman of the Securities & Exchange Commission ineffective would be an understatement, he could, and still can, be relied upon to say the right thing. Now that the SEC finally has the quorum necessary to take action on a variety of issues, they should take Levitt's advice about proxy access changes.
Earlier this year the SEC made it impossible for shareholders to change the way directors are elected -- one of the most anti-investor events in recent history -- and it's time for that to change. Levitt writes in The Wall Street Journal that "While not a panacea, giving shareholders a bigger voice in the companies they own would go a long way in helping to restore trust."
Exactly. Some critics of strong corporate governance say that the SEC shouldn't meddle in these affairs. I basically agree: but the problem is that the SEC has meddled, making it impossible for shareholders to take control of their own companies when necessary.
Stockholders of publicly traded companies, as well as the general public, have recently become outraged with executive compensation and their hefty bonuses, especially in light of the mounting losses at some companies. It seems that no matter what happens or what they do, executives somehow always win. They win big during their employment, and sometimes even more as they retire. With all that money, you'd think that haggling over some perks in their package would be beneath them . . . but it isn't.
A lot was said this past week in regard to the SEC attack on rumor mongering and willful misrepresentation of facts for the benefit of naked short sellers. One point that I'd like to make perfectly clear is this: The SEC's indicated desire to quash the spreading of false negative information by, and for the benefit of, manipulative short sellers, is nothing even remotely akin to a First Amendment issue. The First Amendment does not give protection to slanderers, liars, and sabotage artists. I'd also like to make clear my opinion that honest short selling is a positive, healthy, and necessary practice. I believe it helps to define and benchmark real value within the markets.
Back in the early 1990s, the U.S. was mired in a recession and the money center banks were in dire straits. But, of course, it was a great opportunity for investors.
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Earnings preview for Ford
Apple shares rise on report Steve Jobs is free of cancer
Toyota whups GM in the first half of 2008
