This NY Times article reports on the long brewing split into two firms of the large class action plaintiffs’ firm, Milberg Weiss Bershad Hynes & Lerach. One of the firms will be led by William Lerach, based in San Diego, and will be called Lerach Coughlin Stoia & Robbins. The other firm will be led by Melvyn Weiss, based in New York, and will be called Milberg Weiss Bershad & Schulman.
Mr. Lerach s the lead counsel in the main investor multi-district securities lawsuit pending in Houston against Enron Corporation‘s banks and several former officers. Grizzled veterans of that type of litigation have speculated that Milberg Weiss split has been one of the main reasons behind the glacial progress in settlement negotations in Enron-related civil litigation.
Monthly Archives: May 2004
KPMG ordered to disclose tax shelter clients
This NY Times article reports on U.S. District Judge Thomas F. Hogan’s order that KPMG turn over the names of its tax-shelter clients within 10 days pursuant to IRS summonses that were issued in 2002 (these matters take awhile to be worked out ;^)). KPMG is also the subject of a Justice Department investigation into the questionable tax shelters.
Judge Hogan’s order also noted that that opinion letters that law firm Sidley Austin Brown & Wood wrote regarding the tax shelters “appear to be nothing more than an orchestrated extension of KPMG’s marketing machine.” Moreover, Judge Hogan observed regarding KPMG that “the court has lost confidence in KPMG’s privilege log since it has been shown to be inaccurate, incomplete and even misleading regarding a very large percentage of the documents.”
Earlier posts on KPMG’s tax shelter woes may be reviewed here.
Holman Jenkins on the Google IPO
Holman Jenkins’ WSJ ($) Business World column today examines of the blather that the owners of Google are trotting out to the public to promote their upcoming intial public offering. The entire column places the context of the Google IPO in the proper context of investing in such speculative endeavors, and the following are highlights of a few of Mr. Jenkins’ insightful observations:
Google’s founders don’t want to go public, their company doesn’t need the money, but they’re going public anyway. Why? To create a “liquidity event,” an opportunity for the founders, employees and venture investors to cash out some of the wealth they’ve been working for.
Being a sucker in somebody else’s liquidity event, of course, is not the sort of invitation investors normally leap at. Yet that’s the role IPO investors frequently volunteer themselves to play. In turn, Wall Street underwriters have traditionally seen their job as setting the IPO price low enough so those who ante up will be rewarded with first-day profits when the stock trades up — not just as a bribe, but as a token of good faith.
Yes, this tradition got out of hand in the Internet bubble, when new companies tripled or quadrupled in the first day. Bankers can hardly be faulted for pricing an IPO at a level reasonably related to a company’s earnings and prospects. Blame investors: They’re the ones who behaved strangely. Nor does Google solve this problem with its much-touted auction plan, which on closer inspection is somewhat faux. The company will indeed solicit bids over the Internet but reserves the right to set a final price by the visible hand of its owners and bankers. How come? Google and its bankers fear big institutional money will stay away unless assured of a first-day pop.
And what about that dual stock provision that gives Google’s current owners’ IPO shares ten times the voting power of an ordinary share?
As the prospectus frankly states, the goal is to entrench insiders in control of the company. Cofounder Larry Page’s celebrated Buffett-like letter is devoted mainly to explaining why this favor to himself is really in the interest of you, the potential shareholder:
“Because we’ll be able to focus on the long term without worrying about short-term pressure from Wall Street.” Moralizing about the long term versus the presumably disreputable and unvirtuous short term is mostly an evasion of real issues. The stock market is perfectly capable of taking a long view — witness the share prices of firms that Google hopes to keep company with, such as Yahoo and Amazon, which enjoy huge valuations compared to current earnings precisely because the market is betting on long-term potential.
“We provide many unusual benefits for our employees, including meals free of charge, doctors and washing machines. . . . Expect us to add benefits rather than pare them down over time.” The Googlers don’t mention the $800 heated toilet seats. Investors will have to judge whether such bennies are genuine productivity builders — or whether they count as “on-the-job consumption,” one of the “private benefits of control” that academic economists traditionally regard as the motive for voting-power lockups. To translate, that’s a nice way of saying insiders are living it up at shareholder’s expense.
“Dual class structures have not harmed the share price of companies.” If there’s no cost, then why don’t all companies avail themselves of the advantages Googlers see in the dual-share structure? In fact, a recent study by Harvard’s Paul Gompers and Joy Isshi and Wharton’s Andrew Metrick finds that such companies have reduced share valuations, and invest less in R&D and advertising. The authors conclude with the suspicion that a “misalignment of incentives leads dual-class firms to invest too little, leading to lower sales growth and valuations.”
We aim to “make the world a better place” and fulfill the company motto “don’t be evil.” Nobody fails to couch his or her motives in the higher good.
So, Mr. Jenkins urges investors who are assessing the Google IPO to look past the Google blather and focus on the owners’ motive in establishing a structure to retain control. However, Mr. Jenkins concludes with this salient point:
Google is owned by its owners, and they have every right to offer an interest to the public on whatever terms suit them. Fifteen years ago, a court tossed out an SEC attempt to ban dual-share issues, and quite properly, because there’s no compelling public interest to justify such interference in the property rights of company owners.
Stros Roll
The Stros got back on the winning track Monday night as they edged the Pittsburgh Pirates at the Juice Box, 4-3. Andy Pettitte worked five reasonably effective innings (1 run, 2 hits, 2 walks) in his second outing since coming off the DL, and Brad Lidge bailed out fellow reliever Dan Miceli, who had his second straight shaky relief outing. Jeff Kent cranked a two run shot to put the game away, and Bidg hit another lead off home run. Also noteworthy was Adam Everett‘s sparkling defensive plays, one of which saved a run.
The Rocket goes for his sixth in a row on Wednesday night in the second game of the series, which concludes with a businessman’s special on Thursday afternoon at 1 p.m. The Stros go to Atlanta for a three game series with the Braves this weekend.
A question of judgment
John E. O’Neill is a longtime Houston attorney with the firm the local litigation boutique, Clements, O’Neill, Pierce, Wilson and Fulkerson and a leading Swift Boat Veteran. In this Wall Street Journal ($) op-ed, O’Neill lays the wood to John Kerry’s judgment regarding his actions after returning from the Vietnam War. O’Neill replaced Kerry as the skipper of the six-man boat, the PCF-94 and, like Kerry, is a decorated veteran of the Vietnam War. The entire op-ed should be read, but here are a few highlights:
Despite our shared experience, I still believe what I believed 33 years ago — that John Kerry slandered America’s military by inventing or repeating grossly exaggerated claims of atrocities and war crimes in order to advance his own political career as an antiwar activist. His misrepresentations played a significant role in creating the negative and false image of Vietnam vets that has persisted for over three decades.
* * *
John Kennedy’s book, “Profiles in Courage,” and Dwight Eisenhower’s “Crusade in Europe” inspired generations. Not so John Kerry, who has suppressed his book, “The New Soldier,” prohibiting its reprinting. There is a clear reason for this. The book repeats John Kerry’s insults to the American military, beginning with its front-cover image of the American flag being carried upside down by a band of bearded renegades in uniform — a clear slap at the brave Marines in their combat gear who raised our flag at Iwo Jima. Allow me the reprint rights to your book, Sen. Kerry, and I will make sure copies of “The New Soldier” are available in bookstores throughout America.
And why should Mr. Kerry’s Vietnam experience matter today? Mr. O’Neill responds:
Since the days of the Roman Empire, the concept of military loyalty up and down the chain of command has been indispensable. The commander’s loyalty to the troops is the price a commander pays for the loyalty of the troops in return. How can a man be commander in chief who for over 30 years has accused his “Band of Brothers,” as well as himself, of being war criminals? On a practical basis, John Kerry’s breach of loyalty is a prescription of disaster for our armed forces.
John Kerry’s recent admissions caused me to realize that I was most likely in Vietnam dodging enemy rockets on the very day he met in Paris with Madame Binh, the representative of the Viet Cong to the Paris Peace Conference. John Kerry returned to the U.S. to become a national spokesperson for the Vietnam Veterans Against the War, a radical fringe of the antiwar movement, an organization set upon propagating the myth of war crimes through demonstrably false assertions. Who was the last American POW to die languishing in a North Vietnamese prison forced to listen to the recorded voice of John Kerry disgracing their service by his dishonest testimony before the Senate?
Mr. O’Neill — who, like me, is politically independent — closes with why he is coming forward now:
Since 1971, I have refused many offers from John Kerry’s political opponents to speak out against him. My reluctance to become involved once again in politics is outweighed now by my profound conviction that John Kerry is simply not fit to be America’s commander in chief. Nobody has recruited me to come forward. My decision is the inevitable result of my own personal beliefs and life experience.
Today, America is engaged in a new war, against the militant Islamist terrorists who attacked us on our own soil. Reasonable people may differ about how best to proceed, but I’m sure of one thing — John Kerry is the wrong man to put in charge.
Probably because I did not serve in the Vietnam War, I am more sympathetic to Mr. Kerry’s explanation that his anti-American post-Vietnam activities were largely the product of youthful indiscretion. However, public skepticism of Mr. Kerry’s ability to lead the U.S. military remains a huge problem for him in the upcoming Presidential campaign. Mr. Kerry’s record as a politician on that issue is clearly more revealing than his youthful indiscretions, but frankly — unlike President Bush — his political stances on military issues have generally reinforced the public’s impression that Mr. Kerry is not a strong supporter of the U.S. military forces. Unless Mr. Kerry and the Democrats can change that public perception, my sense is that Mr. Kerry will not be able to beat President Bush in what appears to be stacking up as a very close race.
Reds finally down Stros
Roy O‘s buzzard’s luck continues as two late Reds homes runs off of usually money relievers Brad Lidge and Octavio Dotel allowed the Reds to pull out the final game of the four game series, 7-5. Oswalt was not sharp (he walked four in six innings, which is highly unusual for him), but battled gamely and was poised to leave the game with only giving up two runs when Mike Lamb booted a sure double play ball. That led to a two run double that gave the Reds a 4-2 lead. The Stros battled back to take a 5-4 lead in the bottom of the inning to give Roy O the chance for the win, but then Lidge and Dotel served up their gopher balls to the eminently forgettable D’Angelo Jimenez and Javier Valentin in the 7th and 8th innings that allowed the Reds to pull it out.
Andy Pettitte goes for his second win after coming of the DL as the Stros open a three game mid-week series against the Pirates at the Juice Box tonight.
Quattrone guilty
This NY Times article reports that Frank P. Quattrone, a former prominent Credit Suisse First Boston banker, was found guilty today of obstructing federal investigations into stock offerings at Credit Suisse. The jury deliberated for two days before returning the verdict.
Here is the NY Times article on the outcome of the Quattrone trial, although the Wall Street Journal’s ($) coverage is better.
El Paso issues independent report on reserve overstatement
This Chronicle article reports that an independent law firm report on El Paso Corp‘s restatement of reserves earlier this year concludes that El Paso employees provided estimates of proven oil and gas reserves that “they knew or should have known were incorrect at the time they were reported.” Haynes and Boone‘s report also found El Paso employees from 1999 through 2003 “used aggressive and at times unsupportable methods” to book proven gas and oil reserves. In February, El Paso announced that it was reducing its proven reserves estimates by 1.82 trillion cubic feet of natural gas equivalent, representing 35 percent of its reserves as of Jan. 1, 2003. As a result, the Securities and Exchange Commission is commenced an investigation into the reserve revision, and the El Paso board hired Haynes and Boone to conduct an investigation and report on the matter. Earlier posts may be reviewed here regarding the El Paso reserve overstatement.
Stros comeback nips Reds
The Astros continued to roll Sunday afternoon as they scored 3 runs in the bottom of the eighth — spiced by a Brad Ausmus squeeze bunt that plated Lance Berkman with the go ahead run — to beat the Cincinnati Reds for the third straight day, 6-5. The suicide squeeze play was preceded by Mike Lamb‘s key bases loaded single that scored two runs to tie the game as the Stros clawed back from an early 4-0 deficit, which was the result of yet another ineffective Tim Redding outing (3 innings, 4 runs, 5 hits, 2 walks). Redding appears to be headed for either the bullpen or AAA New Orleans for awhile until he works out his problems, which appear to be control-related.
The Stros are now 15-9 and lead the NL Central by a game over the Cubs. Roy O hopes that the Stros are ready to provide more than the five total runs that he has received in his last three outings as he takes the hill on Monday evening in the finale of the four game series against the Reds. The Pirates come to town on Tuesday for a three game set before the Stros visit Atlanta for a three game series with the Braves over next weekend.
Billy Cohn, M.D.
This Chronicle story does a nice job reporting on Dr. Billy Cohn, one of newer wave of cardiovascular surgeons who are fulfilling the legacy of great heart surgeons at Houston’s famed Texas Medical Center that Drs. Michael DeBakey and Denton Cooley began.
Dr. Cohn, 43, has already improved the relatively new method of operating on a heart that is still beating by inventing a cardiac stabilizer that secures the part of the organ that needs surgical attention while the rest of the heart continues to pump blood. Moreover, Dr. Cohn is one of the leaders in a movement within cardiovascular surgery that is attempting to make heart surgery less costly and burdensome to the patient. Eventually, this movement among heart surgeons believes that open-heart surgery will be done without cutting into a patient’s chest.
Dr. Cohn grew up in Houston, attended Memorial High School, and has recently returned to Houston from Boston to practice at St. Luke’s Episcopal Hospital and the Texas Heart Institute. The entire article is well worth reading and provides a good summary of developments in heart surgery in the Medical Center.
As an aside, whenever I see an article about a doctor such as this one, I cannot help but recall noted medical academician Dr. Walter M. Kirkendall‘s (my late father) standard observation about such articles:
“Good advertising.”