Corporate Governance
Good corporate governance - pointing out corporate directors who should and shouldn't be elected anywhere. This is my attempt to keep track of good people for board of directors and keep track of people who should be avoided.Thursday, August 13, 2009
Bank of America settles with the SEC about lying to shareholders on the Merrill acquisition
http://online.wsj.com/article/SB124931920883302049.html#mod=testMod This is a link to the Wall Street Journal article. To sum up what the Bank neither admitted nor denied, but just paid the SEC to settle the lawsuit:
The SEC said the documents show Merrill wouldn't pay year-end bonuses or other compensation before the deal closed without Bank of America's consent. Bank of America insisted that it hadn't blessed the payments and was pressed by federal regulators into closing the Merrill deal. The SEC complaint said Bank of America had already "contractually authorized" Merrill to pay up to $5.8 billion in bonuses, or 12% of the total deal price. That deal was written in a separate document and was never distributed to shareholders voting on the deal, the complaint said.
Give credit to the Obama administration for forcing a great deal of turnover on the BOA board. They outright lied to shareholders about a big acquisition, and they deserve to be outed.
The members of the BOA board who presumably signed off on this deception:
William Barnet - no longer on the board - on the board of Duke Energy
Frank P Bramble Sr - Formerly vice chairman of MBNA. Member of the Asset Quality Committee according to the most recent prospectus.
John T Collins - Venture Capitalist.
Gary L Countryman - no longer on the board - Former Chairman of Liberty Mutual. On the board of CBS and some sort of executive at NSTAR.
Tommy R Franks - retired General. Also on the board at CEC Entertainment.
Charles F Gifford - former Chairman and CEO of FleetBoston. Also on CBS's board and some sort of executive at NSTAR.
W Steven Jones - no longer on the board - I have nothing on this person. If you know, please let me know.
Monica C Lozano - no longer on the board - CEO of La Opinion. Executive at ImpreMedia. On the board at Disney.
Walter Massey - He has been a director of the board since 1998 and is a member of the board's Audit Committee. He was a director of BankAmerica Corporation from 1993 to 1998 and currently also serves as a director of McDonald's Corporation. Massey was also formerly a director of Delta Airlines, Motorola, and BP PLC. He is a former director of the National Science Foundation.
Thomas May - no longer on the board. President of NSTAR. Wow - three on these guys at NSTAR. What is that thing doing?
Patricia Mitchell - no longer on the board. President and CEO of the Paley Center for Media. Former President and CEO of the Public Broadcasting Service. Former executive at CNN and Time Warner. On the board at Sun Microsystems. Wow - this is the second time in not too long I've seen the Sun board get mentioned from otherwise bad board members.
Thomas Ryan - CEO of CVS. Also on the Board at Yum Brands. Chairman of the corporate governance committee.
O Temple Sloan - Chairman and former CEO of General Parts. Chairman of Highwoods Properties. Director of Lowes but doesnt seem to have any shares in it.
Meredith R Spangler - no longer on board - doesnt seem to be doing anything.
Robert L Tillman - former Chairman and CEO of Lowes. Also has no shares in Lowes.
Jackie M Ward - former Chairman and CEO of Computer Generation. Director at Equifax, Flowers Foods, Sanmina-SCI, Sysco, and Wellpoint. How can anybody seriously be on the board of six firms?
Okay - NSTAR. I dont know what that is, but I want to short it. I'm a little worried about Lowes. And the Board over at Sun Microsystems worries me - I hope Oracle is doing their diligence on them.
The SEC said the documents show Merrill wouldn't pay year-end bonuses or other compensation before the deal closed without Bank of America's consent. Bank of America insisted that it hadn't blessed the payments and was pressed by federal regulators into closing the Merrill deal. The SEC complaint said Bank of America had already "contractually authorized" Merrill to pay up to $5.8 billion in bonuses, or 12% of the total deal price. That deal was written in a separate document and was never distributed to shareholders voting on the deal, the complaint said.
Give credit to the Obama administration for forcing a great deal of turnover on the BOA board. They outright lied to shareholders about a big acquisition, and they deserve to be outed.
The members of the BOA board who presumably signed off on this deception:
William Barnet - no longer on the board - on the board of Duke Energy
Frank P Bramble Sr - Formerly vice chairman of MBNA. Member of the Asset Quality Committee according to the most recent prospectus.
John T Collins - Venture Capitalist.
Gary L Countryman - no longer on the board - Former Chairman of Liberty Mutual. On the board of CBS and some sort of executive at NSTAR.
Tommy R Franks - retired General. Also on the board at CEC Entertainment.
Charles F Gifford - former Chairman and CEO of FleetBoston. Also on CBS's board and some sort of executive at NSTAR.
W Steven Jones - no longer on the board - I have nothing on this person. If you know, please let me know.
Monica C Lozano - no longer on the board - CEO of La Opinion. Executive at ImpreMedia. On the board at Disney.
Walter Massey - He has been a director of the board since 1998 and is a member of the board's Audit Committee. He was a director of BankAmerica Corporation from 1993 to 1998 and currently also serves as a director of McDonald's Corporation. Massey was also formerly a director of Delta Airlines, Motorola, and BP PLC. He is a former director of the National Science Foundation.
Thomas May - no longer on the board. President of NSTAR. Wow - three on these guys at NSTAR. What is that thing doing?
Patricia Mitchell - no longer on the board. President and CEO of the Paley Center for Media. Former President and CEO of the Public Broadcasting Service. Former executive at CNN and Time Warner. On the board at Sun Microsystems. Wow - this is the second time in not too long I've seen the Sun board get mentioned from otherwise bad board members.
Thomas Ryan - CEO of CVS. Also on the Board at Yum Brands. Chairman of the corporate governance committee.
O Temple Sloan - Chairman and former CEO of General Parts. Chairman of Highwoods Properties. Director of Lowes but doesnt seem to have any shares in it.
Meredith R Spangler - no longer on board - doesnt seem to be doing anything.
Robert L Tillman - former Chairman and CEO of Lowes. Also has no shares in Lowes.
Jackie M Ward - former Chairman and CEO of Computer Generation. Director at Equifax, Flowers Foods, Sanmina-SCI, Sysco, and Wellpoint. How can anybody seriously be on the board of six firms?
Okay - NSTAR. I dont know what that is, but I want to short it. I'm a little worried about Lowes. And the Board over at Sun Microsystems worries me - I hope Oracle is doing their diligence on them.
posted by Larry Diamond # 9:54 PM 
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