Over the last 6 years, much has been made about how banks lost their way when it came to putting themselves ahead of customers in the lead up to the financial crisis. How customers were screwed over in the quest for profits. How moral compasses were broken. Responding to outrage over the marked shift in how business is done, banks have commissioned studies, investigated claims, and promised to change. Up until this week, though, a bank CEO had yet to perform a play about how his firm had found its way through the wisdom of a fictional brothel owner. Thankfully, Gerrit Zalm took it upon himself to fill that void. Read more »

  • 07 Mar 2012 at 3:53 PM

Nuns, Whores, DCFs

For some reason it is corporate governance day at Dealbreaker, so here is a grab-bag of inchoate nonsense (for a change!). First of all look at this:

The third-largest U.S. proxy adviser recommended that El Paso Corp shareholders vote against a proposed $23 billion sale of the company to Kinder Morgan Inc, switching its position after comments made by a Delaware judge.

Egan-Jones Proxy Services said in a report that it was withdrawing its endorsement of the deal because of “the conflicts of interest cited by (Delaware Chancery Court judge Leo Strine) and the attendant doubts cast on the deal.”

How should you take this? Well, one way to take it would be: if you paid me to tell you how to vote on things, you’d probably want me to look into those things and decide if they’re good things for you, and if they are tell you to vote for them and if not etc. So Egan-Jones* went and looked at this merger and decided it was a good merger and that its clients should vote for it. Then they learned about the conflicts of interest cited by the Delaware court, most of which were publicly available long before the opinion came out,** and changed their minds. Suggesting that they didn’t really do a bang-up job of examining the merger to begin with.

But that’s a stupid way of looking at Egan-Jones’s role because, really, you’re an EP shareholder and you’re like “oh Egan-Jones ran a DCF and this price looks good to them”? You can go read the DCFs of actual investment banks if that’s the sort of thing that gets you going. Nobody’s actually paying proxy advisors (do people pay them? I don’t know) for actual advice on how they should actually vote their shares. Instead they’re paying (maybe?) for some vague patina of good “corporate governance,” which means something like “good processes and independent boards and no conflicts of interest” and gets lots of chin-stroking academic articles written about it. Read more »

Remember Donna Murdoch? Her story is a bit complicated but essentially: Murdoch and her husband were hard up for some money (they owed $1.45 million on a subprime home mortgage, natch). She decided the best way to tackle the debt was to make some money trading on material non-public information. Getting the tips was easy enough– Murdoch got on AshleyMadison.com where she met an Ernst and Young partner named James Gansman who advised companies doing mergers and was more than happy to give them to her. Only problem was, Big D didn’t have the cash to trade on Gansman’s inside info, so she hopped back on to the adultery site and found another guy who could front the money. That guy was 71 year-old Richard Hansen, who gave her a job at Keystone Equities Group (where he was chairman), plus some of his penis on the side.

Both Murdoch and Hansen traded on Gansman’s tips (neither guy knew about the other, by the by) and while all three faced years in prison, only the men are doing time, on account of Murdoch screwing them yet again. Read more »

  • 16 Oct 2009 at 11:46 AM

Nomura: Summer’s Over So Lock It Up, Finger Sluts

erin callan.jpgAs we’ve discussed before, Nomura’s acquisition of Lehman’s internal operations has not gone as smoothly as everyone had hoped. The Lehman employees are being very difficult, all but refusing to submit to their new employer’s way of doing things. Particularly the women. Despite being told that short sleeves are not acceptable, as they are the clothes of whores, these Lehman ladies apparently spent the summer just absolutely slutting it up. I’m talking sleeveless tops. I’m talking silk shirts. I’m talking bright nail polish. Well no more! The summer’s over, and you’ve had your kicks. It’s time to lock it up and know what else? This goes for any of the men straddling the line between “upstanding businessman” and gigolo. And don’t give me this shit that you couldn’t understand the memo. One short sleeve, one red nail– and I mean one– and you’re gone.

Read more »