The MSM is atwitter today with news about the release of a previously confidential report that details former New York Stock Exchange CEO Richard Grasso‘s compensation and perks as head of the NYSE and paints the Big Board’s directors as clueless as to how much compensation they were approving for Mr. Grasso during his eight years as Big Board CEO. New York attorney general and Governor-in-waiting Eliot Spitzer — who has sued Mr. Grasso and Wall Street financier and former NYSE compensation committee chairman Kenneth Langone over Mr. Grasso’s compensation issues — is quite pleased with the publicity, thank you.
Of course, the MSM is self-righteously indignant with the corpulent details of Mr. Grasso’s perks, including $193 million in annual pay, early pension payouts and estimated interest earned on those payouts from 1995 through 2003, as well as the $240,000-a-year secretary, two $130,000-a-year drivers, access to a private plane, and club memberships. Relying on compensation experts, the report — which was commissioned by the Big Board directors only after they had approved all this compensation for Mr. Grasso and Mr. Spitzer started snooping around — opines that the compensation represented about $100 million in “excessive” pay for Mr. Grasso.
Interestingly, the report notes that former NYSE director Carl McCall, the former New York state comptroller who headed the NYSE board’s compensation committee in 2003 when it approved Mr. Grasso’s most lucrative contract, signed the document without reading the damn thing. Despite this rather amazing disclosure and the fact that Mr. Spitzer has sued Mr. Langone (who was Mr. McCall’s predecessor as NYSE compensation chairman), Mr. Spitzer did not name Mr. McCall as a defendant in his lawsuit against Messrs. Grasso and Langone. I’m sure the fact that Mr. McCall, like Mr. Spitzer, is a prominent New York Democrat, while Mr. Langone is a prominent Republican, had nothing to do with that decision.
As expected in such misguided squabbles, both Mr. Spitzer and Messrs. Grasso and Lagone stated publicly yesterday that the report supports their respective positions in the lawsuit.
Alas, what is completely lost in the MSM treatment of Mr. Grasso’s pay and Mr. Spitzer’s Robin Hood lawsuit is the real issue, which is the failed corporate governance model of the NYSE. For insightful analysis of that issue, check out Professor Bainbridge here and Professor Ribstein here. Although arguably not be as entertaining as gossiping about how Mr. Grasso’s country club buddies lined his pockets or how Mr. Spitzer is going to be the next “Peoples’ Lawyer,” their recommendations have a much better chance of remedying the problem of oblivious directors and overpaid executives than a hundred Spitzer-type lawsuits would ever have.
Daily Archives: February 3, 2005
WorldCom directors settlement on the rocks
Less than a month after it was announced, the tentative settlement by 10 of 12 WorldCom Inc. directors to pay $54 million (including $18 million out of their own pockets) to settle the class-action claims against them has collapsed after U.S. District Judge Denise Cote rejected a key provision of the deal.
The agreement unraveled as the plaintiffs withdrew from the settlement after Judge Cote rejected the provision in the deal that would have prevented the remaining defendants in the lawsuit to reduce their liability on a judgment by assessing a portion of the responsibility for that judgment to the settling defendants. As noted in this earlier post, a similar tentative settlement early in the Enron case that would have resolved civil and criminal charges against Arthur Andersen was also scuttled by a dispute over a similar provision.
Consequently, unless the plaintiffs and the directors revise the deal to delete the above-described provision, the 10 directors will have to stand trial starting Feb. 28 along with the other defendants in the case.
My sense is that cooler heads on the plaintiffs side will prevail and the settlement will eventually get done. However, stranger things have happened in such a high profile case than leaving $54 million on the table. The plaintiffs may figure that its worth it to go for the gusto against the financial institutions because they can always settle with the directors on similar economic grounds after obtaining a big judgment against, or settlement with, the remaining banks.