3. Goldman Gets Sacked
And now for this week's episode of As the Goldman Pillages.
On Monday, El Paso (EP) pushed back a shareholder meeting to vote on the pipeline company's proposed $21 billion acquisition by Kinder Morgan (KMI) in order to give investors more time to chew on a judge's critical ruling of the deal's dirty details.El Paso said the meeting would be held Friday, instead of Tuesday, and added that shareholders can still change their votes before the gathering. As of Monday, 70% of the outstanding shares have been voted with almost 99% of those shares favoring of the deal. So what did Delaware Chancery Court Judge Leo Strine say that was distressing enough to delay what most people thought was already a done deal? Well, he said a heck of a lot about our good buddies at Goldman Sachs (GS), and not much of it nice. You see, Goldie was on every conceivable side of this deal, sucking every available cent out of it, from a $20 million fee for advising on the transaction to the pop it's getting from its own $4 billion stake in Kinder Morgan and everything in between. And all that money-sucking would be fine -- egregious, but still fine -- if investors had only known about it. Unfortunately, as Strine points out, Goldman and El Paso CEO Douglas Foshee were far less than forthcoming about what was going on behind the scenes. As a result, Strine did not block the transaction, but still slammed both the investment bank and Foshee for "incomplete and inadequate" handling of the deal's many conflicts of interest. One particularly cringe-worthy example of Goldman's conniving cited by Strine was the investment bank's push to have Morgan Stanley (MS) act as a second adviser to the deal in order to prove Goldman's impartiality. The rub was that Morgan would only get paid if El Paso followed Goldman's bidding and sold out to Kinder Morgan. As a result, the so-called "conflict-cleansing bank" willfully followed Goldman's commands and pushed for the sale. Oh man, that's a clever maneuver. It's also brazen to the point of stupidity considering Goldman just ponied up $550 million for its conflict-of-interest sins just last year. Then again, you know the old adage: A vampire squid can't change its stripes.
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