1. Remember the Neediest Executives!
Imagine you're in control of a company that, after years of defending the safety of one of its key products, decides to withdraw it from the market, citing safety concerns.
Merck's Needy Cases Fund
Imagine that your stock has dropped 38% as a result, erasing $39 billion from the company's market capitalization.
What do you do next?
Why, make sure your executives are well compensated in the event of a sale, of course!
In an SEC filing Monday, Merck said it had adopted what's called a "Change in Control Separation Benefits Plan" for 230 top executives.
Should these executives be let go within two years of any merger or acquisition of Merck, the lucky folks would win up to three years' of salary, bonus and health care benefits, among other goodies.
No word on what goodies Merck's 63,000 other employees would receive.
Merck's board says it adopted the plan "in recognition of theimportance to the Company and its shareholders of avoiding the distractionand loss of key management personnel that may occur in connection withrumored or actual fundamental corporate changes."
To which we respond, because it was key management personnel that got Merck into its latest mess, why is it important to shareholders to keep them around?
2. Meaner Than a Junkyard Fax
You know, we used to think of Canada, Our Friendly Neighbor to the North, simply as a place where we could invest in blue-chip stocks like
But that's changed. Now we think of Canada simply the next-best-thing to Switzerland, as far as banking privacy is concerned.
As we learned from
The Globe and Mail
last week, the Canadian Imperial Bank of Commerce -- better known as
-- has had an odd system in place for what to do with paperwork associated with transferring certain investments of certain customers.
It faxes a copy of those customers' sensitive personal information -- stuff like bank account numbers, home address and social insurance number -- to a junkyard owner in West Virginia.
Yes. Thanks to a phone number mixup, CIBC in 2001 started faxing copies of certain investment transfer requests to one Wade Peer in West Virginia, the
reported. The number of customers who suffered a privacy breach is unclear; CIBC acknowledges that 29 customers were affected, while Peer, according to the
, says he's received hundreds of misdirected CIBC faxes. (Peer's lawyer declined to speak with
or make her client available for comment.)
Debits, Credits, Hubcaps
Peer has claimed CIBC has been unresponsive about fixing the problem, with errant faxes arriving as late as last week; CIBC, in turn, says Peer led it to believe the glitch had been fixed in 2002.
Either way, the mixup has been a major headache for CIBC. The bank ordered employees to cease internal transmissions of client information by fax. It has posted apologetic messages to customers on its Web site. Both Canada's Finance Minister and Privacy Commissioner have launched investigations.
We understand that many Canadians chafe at American arrogance and imperialism. And why shouldn't they chafe? Even a lowly American junkyard can bring a Canadian financial institution to its knees.
3. I Have Made a Very Big Rescission, as Lou Reed Once Said
And this week's award for Most Pointless
Securities and Exchange Commission
Filing goes to ...
On Monday, the company filed the rescission offer it's been discussing for a few months.
As Google has previously explained, in the three years leading up to its IPO, the company may have issued stock and options to employees and consultants in violation of federal and state laws. So it's giving the people who received those shares a chance to sell them back to the company.
There's one little catch: Anyone who wants to take Google up on the rescission offer will have to sell shares back at the price they paid for them -- a price, Google says, that ranges from 30 cents to $80. (Google will buy options for 20% of the exercise price per share.) The weighted average price of shares and options is $3.94, says Google.
Google stock, to refresh your memory, is trading on the open market for about $180 per share.
So. Imagine you've got Google shares you bought for 30 cents apiece. Do you resell them on
at the market price, or do you sell them back to Google for 30 cents a share?
Now, we can imagine a situation in which someone who bought Google stock for $80 a share might want to sell the stock back to the company. Maybe he is restricted from selling that stock on the open market for a few years; maybe he needs a lot of cash quickly; maybe he's extremely pessimistic about Google's prospects.
But for the life of us, we can't think of any reason why someone who bought stock closer to that $3.94 figure would want to sell.
Actually, we can think of one reason. If you accept the rescission offer, we'll run your picture in our column next week. You'll be the lead item, we promise.
4. One Last Filing With an Old Flame
The dot-com boom is over! Over! Don't you understand?
Well, of course you do. But the SEC seems to be a little slow on the uptake.
On Tuesday, you see, the SEC announced it was suspending trading in the shares of Internet grocer Webvan Group and online health information company DrKoop.com, among other companies, for failure to make required periodic filings.
That sort of makes sense, Webvan and DrKoop.com not making required periodic filings. You want to know why? Because both of those companies filed for bankruptcy three years ago, that's why!!!
Yes, Webvan last filed a 10-Q in May 2001, while DrKoop.com last made a quarterly filing in November of that year. One would sort of think the SEC would be aware of this.
The odd thing about this dot-com crackdown is that, compared to the SEC's prior enforcements in this area, it's lightning-fast. Back in June, when
the SEC first made a big thing about dead-stock trading suspensions, the feds waited nearly eight years after one company's last filing before getting on the case.
5. Andrew Jackson: Hair Today, Gone Tomorrow
Confronted with the portrait of Andrew Jackson that appeared in Monday's
Wall Street Journal
, we have a simple set of questions to ask:
Since when did the nation's seventh president -- the man whose face graces our $20 bill -- have a head shaped like a light bulb? Since when did Jackson start looking like a refugee from "Star Trek: Deep Space Nine"?
portraits are an artist's rendering," responds a
spokesman. "And it's not an exact science."
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