Posts related to ‘Corporate Governance’

Are Silicon Storage Holders Getting Enough? (SSTI)

Money ImageSilicon Storage Technology, Inc. (NASDAQ: SSTI) is trading up on a private equity and management-led buyout.  SST is flash memory maker based in Sunnyvale, California.  While the company has entered into a definitive merger agreement to be acquired for $2.10 per share, it is almost impossible not to wonder (at best) if this price is a fair value to the Silicon Storage shareholders who would be getting cashed out if a majority approves the deal.

First off, the company is being acquired by Prophet Equity LP’s Technology Resource Holdings, Inc. as well as by members of Silicon Storage’s management team.  The $2.10 price is also only a 13% premium to yesterday’s close.  It seems some believe that the private equity and management-led buyout will have to pony up more.  Shares are above the buyout price.
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The Twenty Companies That Wall St. Can Trust The Least

Wall St. likes financial statements that give it deep insights into a company’s operations, especially its liabilities. It likes boards that make sure shareholders get as complete a picture as possible of a firm’s balance sheet and details of its P&L, cash-flow, and other critical financial measurements.

bear24/7 Wall St. asked Audit Integrity to put together a list of companies traded on US exchanges with market caps of more than $3 billion that do particularly poorly in the areas  of corporate governance, detailed disclosure of high-risk events including M&A and restructurings, revenue and expense recognition, and asset and liability valuation.

Based on the Audit Integrity model, 24/7 created a list of the twenty companies that Wall St. can trust the least.  Among the companies that the analysis flagged are Altria (NYSE:MO), Chevron (NYSE:CVX), Credit Suisse (NYSE:CS), GE (NYSE:GE), Blackstone (NYSE:BX), Wal-Mart (NYSE:WMT),  Wells Fargo (NYSE:WMT), and Dow Chemical (NYSE:DOW)

The list:

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The Fannie-Freddie Equity Conundrum (FNM, FRE)

burning-house-image4It is no secret that things could be much better at Fannie Mae (NYSE: FNM) and Freddie Mac (NYSE: FRE).  But the last week or so has re-highlighted just how dire the situation is for these government sponsored entities and perhaps more importantly for the common shareholders. Both Freddie Mac and Fannie Mae were forced into federal conservatorship last year by Uncle Sam.

We have taken an in-depth look here at the situation and the past to get a feel for the future of these companies (GSE’s).  If you parse through the data and watch what has been happening in Washington D.C. of late, there is the clear reminder that these emperors have no clothes on.  In the world of Star Trek, these companies stockholders may be facing a Kobayashi Maru scenario.
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The Failure Of The Bank Of American Board To Have A “CEO-In-Waiting”

ewisThere has been a great deal of risk that Bank of America’s (NYSE:BAC) Ken Lewis would leave as the firm’s CEO. He was replaced as the company’s chairman. He has been part of a Congressional investigation into the role of the Treasury Department and the Fed in forcing B of A to buy Merrill Lynch. He has been blamed for buying too many troubled companies in too short a time.

The moment that a federal court rejected a settlement between the bank and the SEC over misleading statements in the B of A proxy statement, the risks that Lewis would leave or be forced out went up again.

According to The Wall Street Journal, the bank’s board will decide on an “emergency CEO” this week, effectively ending Lewis’s tenure earlier than he had announced. The board is worried that legal problems could force Lewis to step down soon whether he likes it or not. Read More »

A $125 Million Pay Day For Ken Lewis

ewisWhen Ken Lewis finally leaves Bank of America (BAC) he will get a $125 million goodbye from the financial firm, unless the federal government’s pay czar decides to challenge the package.

Most of the Lewis compensation was set long before the big bank got into trouble and had to take $45 billion in TARP funds, so his employment contract may be sacrosanct. If so, he will get one of the largest severance packages in American corporate history. Read More »

Boeing’s (BA) CEO Finds A Scapegoat

BAThe launch of Boeing’s 787 Dreamliner has been delayed so often that it would be comical except that the aerospace firm’s shareholders and customers are not laughing. Boeing trades at $50, down from more than $100 less than two years ago. Management has been appropriately blamed for most of the tardiness which has been caused by labor unrest, supply chain problems, and design flaws. Each time the delivery date was pushed back again, investors wondered why management was getting a vote of confidence from the board. Read More »

Blackstone (BX) Chief Makes $702 Million

GeithnerThe thoughts of restricting the pay packages of the CEOs of public companies may be in the air, but new data on chief executive compensation show that boards of directors are not taking any of it seriously.

Stephen Schwarzman, head of financial firm Blackstone (BX), made over $702 million in 2008 based on data from The Corporate Library. Read More »

Citigroup (C) Humiliated By New Management Review

GeithnerCitigroup’s (C) board does not even get to decide who should run the bank. This is the same board of “blue chip bankers” recruited by Chairman Richard Parsons. Regulators have decided to humiliate the group by forcing Citi to bring in outside consultants to decide whether the current management team has the ability to turn the bank around. Read More »

Media Digest 7/10/2009 Reuters, WSJ, NYTimes, FT, Bloomberg

newspaperReuters:   Pandit bought time at Citigroup (C) with a management reshuffle.

Reuters:   Obama’s healthcare and climate plans are running into resistance.

Reuters:   AIG (AIG) will pay more executive bonuses in July.

Reuters:   The new GM will exit Chapter 11 today. Read More »

Boeing (BA): Proof That Management Incompetence Needs Regulation

airplaneThe federal government has set up a number of systems to effectively control the financial and credit systems along with most of the major firms that operate in the sector. The most aggressive, and perhaps most prudent step, the Administration has taken is to force the most poorly managed banks to restructure their boards. The Treasury put proposals before Congress to substantially increase the power of the Fed, in essence giving it life or death power over banks that become, in its judgment, irreparably crippled. Read More »

Bank Of American (BAC) Dumps Two More Directors

ewisIt is hard to imagine why one of the world’s largest money center banks would have an admiral and a general on its board, but Bank of America (BAC) has done a number of odd things over the last several years, including buying Merrill Lynch under pressure from the Fed and Treasury, destroying tens of billions of dollars in shareholder value in the process. Read More »

Media Digest 6/10/2009 Reuters, WSJ, NYTimes, FT, Bloomberg

newspaperReuters: The Supreme Court delays  Chrysler deal.

Reuters:   The cleared ten banks to repay TARP include JPMorgan (JPM), Goldmand Sachs (GS), American Express (AXP), Cpaital One(COF), State Street (STT), BBT (BBT), Morgan Stanley (MS), and US Bancorp (USB).

Reuters:   Senate Democrats revealed healthcare bill.

Reuters:   New York Times (NYT) will not close the Boston Globe Read More »

GM Plays A Manic Game Of Musical Chairs In The Boardroom

gmThe government’s game of managing General Motors took another odd turn today as Ed Whitacre, the former CEO of AT&T (T), a man who know about phone lines but not assembly lines was named has chairman of the New GM, the company that the government hopes can emerge from Chapter 11.

For reasons not  clear, Kent Kresa, the former CEO of Northrup Grumman (NOC), will step down. Read More »

Media Digest 5/20/2009 Reuters, WSJ, NYTimes, FT, Bloomberg

newspaperReuters:   The Treasury is keeping banks guessing about when they can repay TARP funds.

Reuters:   Bank of America (BAC) has raised more than $13 billion in share sales.

Reuters:   Hewlett-Packard’s (HPQ) financial outlook disappointed the market.

Reuters:   Terminated Chrysler dealers will challenge the sale of the company’s assets.

Reuters:   Obama is considering an agency to protect consumer’s financial interests.

Reuters:   Microsoft (MSFT) may unveil a new search engine.

Reuters:   Facebook’s CEO said an IPO is several years away. Read More »

Nationalizing The Bank Of America (BAC) Board Of Directors

bankThe federal government seems to think that many of the directors on the Bank of America (BAC) board are not qualified to serve. To solve that problem, the bank is being encouraged to find new directors who have more experience in bank operations.

Once the Treasury can successfully push for financial firm changes at the board level, the company making the changes is hardly independent. Read More »

Media Digest 5/8/2009 Reuters, WSJ, NYTimes, FT, Bloomberg

newspaperAccording to Reuters, stress tests results will force ten banks to have to raise nearly $75 billion.

Reuters reports that Toyota (TM) lost $6.9 billion and warned of more losses ahead.

Reuters writes that the NY Fed chairman resigned over potential conflicts of interest from his holdings in Goldman Sachs (GS).

Reuters reports that Oracle (ORCL) will not divest Sun’s (JAVA) hardware business.

Reuters reports that the CEO of Google (GOOG) says he expects more government scrutiny of his company. Read More »

Media Digest 5/5/2009 Reuters, WSJ, NYTimes, FT, Bloomberg

newspaper7According to Reuters, changes at Yahoo! (YHOO) are getting mixed reviews from employees.

Reuters reports that ten banks could could have to raise new money after stress tests.

Reuters reports that two top Fed officials think the recession will end this year.

Reuters writes that Chrysler’s bankruptcy has brought many of its dealers to the brink of closing.

Reuters reports that AIG (AIG) will post a loss for the last quarter but will not need more government money.

Reuters reports that UBS (UBS) had a first quarter loss and remains cautious.

Reuters writes that “So many U.S. banks are failing that three government bank watchdogs want the law changed to force a review only when a bank failure costs the federal insurance fund $300 million or more.”

Reuters reports that US retailers may have gained some strength in April.

Reuters reports that the FTC will look at ties between the Apple (AAPL) and Google (GOOG) boards.

Reuters reports that Bank of America (BAC) said it does not need to raise new funds.

Reuters reports that Chinese exporters are having to try to sell their goods within their country.

The Wall Street Journal reports that stress tests will force several banks to raise money including Citigroup (C), Wells Fargo (WFC), and Bank of America (BAC).

The Wall Street Journal reports that “A government program to unfreeze the credit markets got a boost as companies rushed to issue nearly $10 billion of bonds and as credit markets rode the same wave of optimism that sent stocks soaring.”

The Wall Street Journal writes that fewer banks are tightening lending standards compared to a few months ago.

The Wall Street Journal reports that Alcatel-Lucent (ALU) lost money.

The Wall Street Journal reports that Chrysler expects a profit in 2012.

The Wall Street Journal reports that the new Amazon (AMZN) Kindle will be aimed at the education market.

The Wall Street Journal reports that business is upset about plans to tax overseas profits.

The Wall Street Journal reports that more consumers are making coffee at home.

The Wall Street Journal reports that the rally has sent stocks into the black for 2009.

The Wall Street Journal reports that Sprint’s (S) loss widened as it lost more customers.

The Wall Street Journal reports that banks are facing hits on real estate loans.

The Wall Street Journal writes that CEO pay fell as bonuses dropped.

The Wall Street Journal reports that a lack of cost information has slowed the overhaul of healthcare.

The Wall Street Journal reports that a bounce in manufacturing in Asia needs help from US demand.

The Wall Street Journal reports that one bottler has rejected a buyout from Pepsi (PEP).

The Wall Street Journal reports that Roger Penske may be a buyer of the Saturn unit of GM (GM).

The Wall Street Journal reports that a Fiat plan to buy Opel may mean big job cuts.

The Wall Street Journal reports that MGM (MGM) earnings fell 10%.

The Wall Street Journal reports that the RIM (RIMM) Blackberry Curve outsold the Apple (AAPL) iPhone last quarter.

The Wall Street Journal reports that The New York Times (NYT) is near a deal to keep The Boston Globe open.

The Wall Street Journal reports that the pace at which advertising is falling quickened to 9.2%.

The New York Times reports that growth in India is slowing due to lack of investment.

The New York Times reports that Germany may help Fiat with a bid for Opel.

The New York Times reports that the EU is forecasting a deepening recession.

The FT writes that the wealth management arm of UBS may suffer 10,000 job cuts.

Bloomberg reports that Chrysler non-TARP lenders are opposing the sale of its assets.

Douglas A. McIntyre

Media Digest 4/30/2009 Reuters, WSJ, NYTimes, FT, Bloomberg

newspaper29According to Reuters, Bank of America (BAC) shareholders voted to separate the chairman and CEO roles and Ken Lewis was replaced as chairman.

Reuters reports that talks to keep Chrysler out of Chapter 11 are on the rocks.

Reuters reports that the Fed sees the economic downturn easing. Read More »

The World’s Most Ethical Companies? A Joke

winter6An organization called Ethisphere has put out a list called “2009 World’s Most Ethical Companies”

There is nothing wrong with the list, but the basis on which it was put together is a bit naive and it appears to be troubled by several conflicts of interest. Ethisphere reports that the categories it used were Corporate Citizenship and Responsibility; Corporate Governance; Innovation that Contributes to the Public Well Being; Industry leadership; Executive Leadership and Tone from the Top; Legal, Regulatory and Reputation Track Record; and Internal Systems and Ethics/Compliance Program.

The list leaves off some important measurements and plays down affiliations that many of the companies have with Ethisphere. Read More »

Fannie & Freddie Play AIG Bonus Game, Truth or Dare? (AIG, FNM, FRE)

burning-money-pic3Did you think that American International Group Inc. (NYSE: AIG) was a cluster-something on the bonus front?  The ‘retention’ bonuses of some $210 million that Fannie Mae (NYSE: FNM) and Freddie Mac (NYSE: FRE) are heading out will either sound just as bad or far worse if you are a compensation hawk.  AIG has not yet been formally repo’d to become a subsidiary on Uncle Sam’s balance sheet.  Technically, Fannie and Freddie are still separate entities from Uncle Sam.  But there is no GSE status for AIG.  There is a GSE, or Government Sponsored Entity, status at both Fannie Mae and Freddie Mac.  So when you break this down after a headline, just how “bad” is this really?
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