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Archive for December, 2008

December 30th, 2008 6:12 PM

Apple’s Responsibility to Shareholders on Jobs

by Ray Hennessey

Put aside the rumors about Steve Jobs' health, which FOX Business Network covered Monday and Gizmodo picked up on today.

There is a real question about transparency and corporate governance that needs to be addressed.

I hope Steve Jobs is well. Really. He is a legend in both technology and business, an innovator and someone who has created a great deal of value of shareholders. He is irreplaceable, and shareholders in Apple just have to get used to that.

But...

Apple has to get used to the idea that Steve Jobs' health is a legitimate issue for the company and should be addressed as such. When shareholders -- or, yes, even the media -- ask, it is not for some morbid, sordid reasons, or as an inappropriate invasion of privacy, but because there is real shareholder value at stake. So, it is not entirely the private matter Apple executives say it is.

The answer the company gave to FBN's Shibani Joshi Monday, and repeated Tuesday, isn't appropriate: "If Steve or the board decides that Steve is no longer capable of doing his job as CEO of Apple, I am sure they will let you know."

That tells investors nothing about his current ability to run the company, nor certainly his future ability to do so. And, if the worst is true and he isn't well enough to fulfill his duties as CEO to the full extent shareholders expect, Apple has a legal responsibility to tell the investing public. Shareholders-rights attorneys would salivate at the idea of Apple keeping material information from the public. If -- God forbid -- he died tomorrow of a disease he had been fighting for weeks or months, the SEC would have a real case to bring against Apple for withholding material information.

Apple can learn a good lesson from McDonald's. In 2004, Charlie Bell was named CEO in April after the sudden heart attack and death of Jim Cantalupo. A month into the job, Bell disclosed he had been diagnosed with coloreactal cancer. He had surgery, was released, but then disclosed he would need chemotherapy. By November, Bell decided the treatment would take away from his focus as CEO, so he resigned to concentrate on treatment. He died two months later.

Obviously, it was a rocky time to be a McDonald's shareholder, given the death of two CEOs within a year. But shareholders were at least kept informed. They knew the succession risk because the company, while respecting Bell's privacy by withholding details, at least made sure the investing public knew the course of both the disease and treatment. The company disclosed material details all along the way.

And that was for a company that was not so closely associated with its CEO, as Apple is now.

So the questions are legitimate. And the response from the company and the board needs to be legitimate, too.

In truth, it may not be an issue at all. Jobs may indeed be healthy, with his hand on the tiller. But, right now, shareholders can't know for sure...and that's Apple's fault, not the rumor mill's.

December 19th, 2008 10:12 AM

How Ford Was Bailed Out, Too

by Ray Hennessey

Ford's statement notes that the government gave emergency funding to GM and Chrysler, and not Ford. That is true: it did not receive the short-term loans from the government. But, it would be inaccurate to say Ford was not bailed out like the other two. Here's why:

 

- Ford is still seeking a $9 billion bridge loan from the government, though it notes it “hopes” it doesn't need it

- Ford also has said the failure of one or more of its competitors would also possibly lead to its own bankruptcy, so preventing such failures helps them

- Any concessions from the UAW on wages would benefit Ford.

 

So, while Ford did not get cash in this latest round, they, too, were essentially bailed out by the White House and Treasury.

 

December 10th, 2008 7:12 PM

Banks Adjusting to New Political World

by Ray Hennessey

Chicago, in addition to being the home of one of most delightfully scandalous political dramas in some years, is also the stage where the first act of the new world order for banks seems to be playing out.

At issue are the workers of Republic Window and Doors, which shut its own windows and doors and went belly up after its bank, Bank of America, cut off its credit because, well, it was a bad credit risk. But the workers -- unionized ones, you should note -- refused to budge and were able to attract the media and politicians (including now-indicted Illinois Gov. Rod Blagojevich) to their cause.

The villain, though, turned out not to be Republic, but rather than bank, so much so that Blago himself, a day before sporting handcuffs, said the state would no longer do business with B of A. (Perhaps B of A CEO Ken Lewis should have made a financial offer to the governor. He may have ended up with a Senate seat. But that story is for another time.)

Yesterday, Bank of America caved to the political pressure and decided to offer "limited" loans to Republic. The bank was in an impossible position. On the one hand, it faced criticism that it had received taxpayer money, the union workers who lost their jobs were taxpayers, and, ergo, B of A had bitten the hand that bailed it. On the other hand, B of A received taxpayer funds with the understanding that it wouldn't make boneheaded loans to risk borrowers like -- you guessed it! -- Republic.

Bank of America extending credit should have been enough to end the story. Workers will get severance, Republic will slide from the news, and we should all be able to go back to trying to decipher the redacted, and no doubt delicious, language the governor used when trying to fill the Obama Senate seat.

But there's a coda to this symphony that shows the new political world banks operate under post-TARP.

J.P. Morgan Chase entered the mix, saying it would extend loans to Republic, too. Chase, it turns out, lent $12 million to Republic last year to keep it in business and even got a minority stake for its trouble. (Those loans are now worthless.) Now, it will throw another $400,000, earmarked specifically for worker severance. Those who didn't sleep through Economics 101 see the dilemma here: a company without revenue cannot hope to repay a loan. Therefore, Chase will not recoup its latest loan, nor will Bank of America.

What does Chase have to say to justify the move? Funny, that: company representatives are silent in the Chase press release announcing the move. BUT, there are two people quoted in the release: Illinois Rep. Luis Gutierrez and state Attorney General Lisa Madigan.

Fitting spokespeople for a semi-private enterprise in a post-bailout world.

December 8th, 2008 1:12 PM

John and Andrew and Dick and Eliot

by Ray Hennessey

There's an irony in the fight now developing between Merrill Lynch CEO John Thain and N.Y. Attorney General Andrew Cuomo.

Thain, according to the WSJ, is fighting with the compensation committee of Merrill to get a $10 million bonus he feels he's entitled to. The committee isn't keen on the idea of paying it out, particularly since most of Wall Street has seen its execs forgo bonuses. Cuomo, who has been critical of Wall Street pay, says he finds it 'shocking' that Thain is seeking bonuses of that size.

Put aside the merits of each camp in this. There's actually some history repeating itself. Eliot Spitzer, before his short but wonderfully entertaining tenure as N.Y. governor, went after NYSE chair Dick Grasso because of his pay and ultimately forced Grasso's ouster from the NYSE in 2003.

Thain, you'll recall, was shortly thereafter tapped to become NYSE CEO, a job he held until being picked late last year to run Merrill.

So, in short, Thain got his job because of a row between a financial executive and a N.Y. attorney general. Because of that, he should know to tread lightly. These wars are often nasty, and rarely fought on the merits of the arguments.

Or, maybe Thain knows that some things are worth the battle. The Grasso lawsuit went away, Dick kept all his compensation and Spitzer got into trouble for briefs of a different kind.

UPDATE: WSJ now reports Thain is requesting no bonus. Probably a politically smart move.

December 8th, 2008 12:12 PM

The Problem of Re-Defaulting on Mortgages

by Ray Hennessey

Second chances aren't producing first-class results.

According to the Office of the Comptroller of the Currency, 36% of mortgage holders who had received a re-worked mortgage from their bank were late on payments three months after they got the new loan terms.

Worse, 58% of mortgage holders were more than 30 days late six months after their loan modifications.

What does this mean? A number of things. First, some of these mortgages were so badly underwritten that borrowers, even with a rework, can't hope but stay current (a situation that will only get worse as unemployment rises).

Second, some reworks just aren't good enough and will probably have to be modified further.

And, lastly, the numbers of delinquencies will rise even further, despite the best efforts of Congress and the banks.

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