John Thain

Footnoted is carrying a rather interesting post that notes the SECs continued interest in John Thain and his employment arrangements even before he was revealed as an affluent and enthusiastic connoisseur of expensive interior decor advice.

But it turns out the SEC has been asking its own questions about Thain, judging by a series of comment letters that have recently been made public. This letter dated Oct. 22 and sent on behalf of Bank of America (BAC) from high-powered law firm Wachtell Lipton responds to a letter sent by the SEC on Oct. 15 which raised 24 questions about the merger between BAC and Merrill. Here’s question #20:
Please provide a total dollar amount (estimated, if necessary) for each individual officer or director who stands to benefit from the merger. Please include a discussion regarding Mr. Thain’s continued employment arrangement with Bank of America and any similar arrangements with other Merrill Lynch officers and directors. Please include how these decisions will impact compensation for each individual.

That this information wasn’t part of the original filings and that the SEC had to ask for it to be included speaks volumes about this deal. In that same letter, another question focused on the fairness opinion — something we footnoted back in December.
A week later — on Oct. 29 — Wachtell Lipton sent another letter in response to SEC questions, including this one on Thain’s compensation once he joined Bank of America.

We note the 8-K filed by Bank of America on October 8, 2008 regarding Mr. Thain’s employment. With regard to Mr. Thain or other officers you have offered to retain, please include any compensation arrangements Bank of America has agreed to in connection with their continued employment.
Response:
The Staff is supplementally advised that the disclosures on pages 10, 69 and 75 of the Amendment continue to be accurate; as disclosed on pages 10 and 75, Bank of America has not reached agreement with Mr. Thain or any other executive officers of Merrill Lynch on compensation arrangements in connection with their continued employment following completion of the merger.

Uh oh.
The SEC was also asking questions about John Thain… [Footnoted.org]
(Emphasis ours)

From Flying magazine’s eIssue:

On Tuesday night, with no fanfare whatsoever, Congress left out a provision of the Troubled Assets Relief Program (TARP) that would have prohibited TARP beneficiaries from using bizjets. No word on exactly why the provision was deleted, but NBAA, among other aviation member organizations, is delighted. In a release on Wednesday, NBAA President Ed Bolen put it nicely, saying “Congress has clearly recognized that it is important to provide Americans with strong oversight of the federal dollars in the TARP program, but that the language addressing business aviation had the potential to fuel job losses for countless people in the general aviation community.” The bill looked to be headed for approval by as early as Thursday.

We are very relieved over here. Being forced to sit next to Ken Lewis in first class (or John Thain for that matter, who would try to sell you his bag of half eaten nuts he’d already spit in for twice their retail cost once the flight attendant had left) was just not something we wanted to endure, and we just know he’d step right on our face to get into the raft if we put down in the Hudson.

  • 05 Dec 2008 at 2:37 PM

The Powerful, Powerless

04-28-evelyn-davis.jpgFor “Capitalism Meets Populism” drama you can hardly beat the extraordinary shareholder meeting. And when it is an “end of an era” meeting, sounding the funeral bells of a venerable company with near triple digit age counters, the extremes on both ends turn out. So it was with Merrill’s “final meeting” today.
Bank of America shareholders voiced their approval in Charlotte in what was likely a less dramatic event, and, equally likely, the die had already been cast before the Merrill meeting today, as most shareholders had already submitted ballots.
Of course, you had to know that the event would be used to sharpen disemboweling cutlasses with Stanley O’Neal’s name on them, and perhaps the tongue of shareholder meeting frequent flier Evelyn “Where Is The Accountability, Sonny?” Davis.
For those not in the know, the Dutch Holocaust survivor has sounded the populist shareholder call for four decades, taunting tall-standing, dais mounted CEOs from her 5’1″ frame with a thick accent and thicker calls for accountability. Her usual antics absent this time. No hospital scrubs or bathing suits for this meeting. But there wasn’t much to say this time either. A widow’s black and veil might have suited well, in place of Chanel suit. As if to highlight the powerlessness of those present even more, this time Evelyn was quickly shushed by Thain while trying with her usual spunk to interrupt the keynote. “Now Evelyn, you have to give other people time to speak.” This silenced her. And that in itself is frightening.
There isn’t a CEO alive who can shush Evelyn Davis, but the power that silenced the Dutch Duchess of Ruckus wasn’t intrinsic to Thain. Rather it was channeled from the circumstances though the otherwise hollow, if expensive, suit. The untimely death of Merrill was fait accompli and more potent than any of the attendees.
No, today wasn’t for the Evelyn’s, whose utility shines when there is actually something in the balance. Today was for the anonymous shareholder’s testy, if pointless, recriminations. “We only need one pallbearer for this funeral, and that’s Stan O’Neal,” was one such. He won’t be voting for the merger under any circumstances, you understand.

Dow Jones reports that Merrill Lynch CEO John Thain will be sitting down with South Korea’s sovereign wealth fund and key government officials during the first week of September. Supposedly the hang out is “just a courtesy call” to see what’s a poppin’ and “not out of the ordinary,” which makes sense if you believe that MER has no plans to raise new capital. Will things go as smoothly for Thain as they did for Fuld? Stay tuned.
Related: Lehman Looked To East, Got Nothing

Merrill Lynch CEO To Meet Korea Sovereign Fund Chief
[Dow Jones]

Changes afoot at Merrill Lynch today. Not profitability or anything crazy like that but perhaps a step in that direction? The firm has instituted a global hiring freeze to last at least through next year. The ban on personnel includes “no incremental hires,” “no on-boarding* of contingent workers,” and “no new management consulting.” Presumably it does not extend to the many current and former Goldman employees Thain would like to bring on. Blurry memo after the jump.

Continue reading »

  • 07 Aug 2008 at 12:42 PM

How Can We Get Back To Here?

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Merrill’s Comeback Man [CNBC]