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	<title>Directorship &#124; Boardroom Intelligence &#187; Citigroup</title>
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		<title>Feinberg: &#8216;Reluctant&#8217; to Invalidate Contracts</title>
		<link>http://www.directorship.com/feinberg-extremely-reluctant-to-invalidate-contracts/</link>
		<comments>http://www.directorship.com/feinberg-extremely-reluctant-to-invalidate-contracts/#comments</comments>
		<pubDate>Wed, 21 Oct 2009 18:29:41 +0000</pubDate>
		<dc:creator>News Editor</dc:creator>
				<category><![CDATA[Boardroom News]]></category>
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		<description><![CDATA[Kenneth Feinberg described his reluctance to toss out companies' current pay practices while at a National Association of Corporate Directors conference in Washington.]]></description>
			<content:encoded><![CDATA[<p>Kenneth Feinberg, who is responsible for approving pay packages for executives at TARP-recipient companies, said he is &#8220;extremely reluctant&#8221; to invalidate employment contracts, according to <a href="http://money.cnn.com/2009/10/20/news/companies/feinberg_compensation/?postversion=2009102014" target="_blank"><strong>CNNMoney</strong></a>. At the National Association of Corporate Directors&#8217; conference held in Washington, Feinberg indicated that he had to consider how his compensation rulings affect the ability of these seven firms to attract and retain talent. &#8220;Everyone is interested in hearing the &#8216;blueprint&#8217; and guidelines that he is setting for these large companies,&#8221; said Susan O&#8217;Donnell, managing director at compensation consultancy Pearl Meyer &amp; Partners. Firms such as Citigroup and Bank of America have already struggled to prevent some of their top talent from leaving their firms to join rivals&#8217; teams. General Motors is experiencing difficulty in finding a replacement for its CFO Ray Young due to Feinberg&#8217;s unwillingness to allow the company to pay a salary more than $1 million.</p>
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		<title>Feinberg Expects Fallout From Compensation Decisions</title>
		<link>http://www.directorship.com/feinberg-decisions/</link>
		<comments>http://www.directorship.com/feinberg-decisions/#comments</comments>
		<pubDate>Wed, 30 Sep 2009 19:35:36 +0000</pubDate>
		<dc:creator>News Editor</dc:creator>
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		<category><![CDATA[Kenneth Feinberg]]></category>
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		<description><![CDATA[Kenneth Feinberg told the Chicago Bar Association that he expects some backlash after he makes his decision on the pay packages for Citigroup, AIG, and Bank of America.]]></description>
			<content:encoded><![CDATA[<p>Kenneth Feinberg, the Obama administration&#8217;s special master of compensation, expects negative feedback to follow his first round of compensation decisions, reports <a href="http://www.reuters.com/article/ousivMolt/idUSTRE58T5Z720090930" target="_blank"><strong>Reuters</strong></a>. &#8220;I&#8217;m not sure there will be any type of result here that is going to be praised &#8230;,&#8221; said Feinberg, who appeared via teleconference to a Chicago Bar Association event. &#8220;Likely, I&#8217;ll be criticized from both ends.&#8221; Feinberg indicated that he has been frequently meeting with Citigroup, Bank of America, and American International Group as he finalizes his first batch of compensation rulings. Feinberg said that those discussions continue to be productive and he hopes he will not have to impse pay curbs over the objections from the companies involved. After his initial decision whether to approve or disapprove pay contracts, the companies will have 30 days to ask him to reconsider, after which Feinberg has 30 days to make a final determination. After he completes his pay review for the companies&#8217; top 25 employees, he will move on to approve compensation structures in place for the next 75 highest-paid employees.</p>
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		<title>Citigroup&#8217;s Pandit Says $100M Pay is Too Much</title>
		<link>http://www.directorship.com/citigroup-100m/</link>
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		<pubDate>Fri, 18 Sep 2009 14:31:30 +0000</pubDate>
		<dc:creator>News Editor</dc:creator>
				<category><![CDATA[Boardroom News]]></category>
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		<category><![CDATA[Andrew Hall]]></category>
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		<category><![CDATA[execessive pay]]></category>
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		<description><![CDATA[Citigroup employee's contractual pay agreement could entitle him to as much as $100 million. ]]></description>
			<content:encoded><![CDATA[<p>Citigroup CEO Vikram Pandit said that $100 million is too much for an employee to earn given the bank&#8217;s circumstances, reports <a href="http://www.reuters.com/article/newsOne/idUSTRE58H08G20090918" target="_blank"><strong>Reuters</strong></a>. In an interview before an audience in New York, when asked if $100 million was too much money for a Citigroup employee to earn given the government support the bank has received, Pandit responded with &#8220;yes.&#8221; Andrew Hall, a trader at Citigroup, has a contacted pay package that could be worth $100 million. Because Citigroup management signed the agreement, the bank is obligated to pay it, Pandit said. Kenneth Feinberg, who is ensuring TARP recipients do not receive excessive pay packages, will have a difficult challenge ahead of him as he reviews the pay plan. It is not clear if Feinberg has the authority to limit Hall&#8217;s pay. Hall works at Citigroup energy trading unit Phibro, a business that Pandit said he is working to turn into an asset manager that invests money from outside investors, instead of a unit that trades Citigroup&#8217;s money.</p>
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		<title>Citigate Plans Exit from Bailout Program After Shares Gain</title>
		<link>http://www.directorship.com/citigate-exit-bailout-program/</link>
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		<pubDate>Tue, 15 Sep 2009 09:17:54 +0000</pubDate>
		<dc:creator>News Editor</dc:creator>
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		<category><![CDATA[Vikram Pandit]]></category>

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		<description><![CDATA[A sale may bring CEO Vikram Pandit closer to an exit from the bailout program while allowing the government to claim a profit. ]]></description>
			<content:encoded><![CDATA[<p><span lang="EN-GB">The Treasury Department and Citigroup have begun discussing how to sell the 34 percent stake that the government acquired in the rescue of the bank, according to a <strong><a title="Click here for the full story" href="http://www.bloomberg.com/apps/news?pid=20601087&amp;sid=ayxjotEgJ2fk" target="_blank">Bloomberg</a> </strong>report. The Treasury, which owns 7.69 billion common shares after a recent preferred-stock conversion designed to shore up the bank‘s capital, may start unloading the stake as soon as October, one of the people said. It aims to sell the holdings over the next six to eight months, it was reported. A sale may bring CEO Vikram Pandit closer to an exit from the bailout program while allowing the government to claim a profit. Because the New York-based bank’s stock price has gained since $25 billion of bailout funds were exchanged for common shares, the Treasury is sitting on a paper profit of $9.77 billion. The planning is in the early stages, and some transactions may need regulatory approvals, sources said. Under one scenario, the shares would be sold to public investors in blocks over six to eight months. In another, the government may sell a small amount of stock daily or weekly, said the people, who declined to be identified because the talks are private. Under a third option, the shares would be sold at once in a managed offering. Citigroup, the third-biggest U.S. bank, received $52 billion in bailout aid, and a sale of the common stock would leave the Treasury with a $27 billion investment.</p>
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		<title>Judge Dismisses Citigroup Derivative ARS Lawsuit</title>
		<link>http://www.directorship.com/judge-dismisses-citigroup-ars-lawsuit/</link>
		<comments>http://www.directorship.com/judge-dismisses-citigroup-ars-lawsuit/#comments</comments>
		<pubDate>Fri, 11 Sep 2009 09:26:33 +0000</pubDate>
		<dc:creator>News Editor</dc:creator>
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		<description><![CDATA[The judge ruled that Louisiana Municipal Police Employees Retirement failed to make a demand on the company's board prior to bringing the lawsuit.]]></description>
			<content:encoded><![CDATA[<div><span lang="EN-GB">A judge has dismissed a derivative lawsuit against Citigroup, its executives and its directors over the bank&#8217;s involvement in the auction-rate securities market. District Judge Laura Taylor Swain dismissed the lawsuit, saying in part that the Louisiana Municipal Police Employees Retirement failed to make a demand on the company&#8217;s board prior to bringing the lawsuit, reports <strong><a title="Click here for the full story" href="http://money.cnn.com/news/newsfeeds/articles/djf500/200909101655DOWJONESDJONLINE000720_FORTUNE5.htm" target="_blank">Dow Jones</a></strong>. However, the judge gave the retirement system an opportunity to file an amended complaint by Oct. 1. The Louisiana retirement system had sued on behalf of Citigroup, claiming the company&#8217;s executives and directors engaged in a scheme to manipulate the auction-rate securities market that has cost the company tens of billions of dollars and has permanently tarnished the company&#8217;s reputation. The system provides retirement benefits for municipal police officers and employees in Louisiana.</span></div>
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		<title>The Buffett and Munger Way</title>
		<link>http://www.directorship.com/dynamic-duos/</link>
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		<pubDate>Fri, 04 Sep 2009 19:36:56 +0000</pubDate>
		<dc:creator>Django Gold</dc:creator>
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		<description><![CDATA[These eight famous pairings present a spectrum of the unique qualities and dynamic teamwork necessary for the effective management of innovative organizations. >>>]]></description>
			<content:encoded><![CDATA[<p>Sherlock Holmes had Dr. Watson and Michael Jordan had Scottie Pippen. The rest was history, of course. And while many mammoth corporate success stories are often the vision of a single captain of industry—a Henry Ford, a J.P.Morgan, or a Larry Ellison—in a few instances they are the work of a tagteam of individuals who complement each other’s strengths and may, just as importantly, sharpen each other’s instincts for distinguishing opportunities.</p>
<p>Such is the case with the iconic business duos presented here. These eight famous pairings—one of them infamous for its failure in the final act—present a spectrum of the unique qualities and dynamic teamwork necessary for the effective management of extremely innovative, complex organizations. A variety of top-tier combinations reveal several variations on the theme that two heads are better than one: some, like Richard Sears and Julius Rosenwald, were marriages of necessity; others, such as Sanjay Jha and Greg Brown, co-CEOs of Motorola, were partnered in hopes of salvaging an ailing organization; still others, like Warren Buffett and Charlie Munger, seemed fated to cohabitate in the same corporate host.</p>
<p>The delicate balance required for a successful top-level tandem power structure is no easy achievement, as evidenced by a string of dissolutions; keeping two big personalities in harmony requires a set of unique personality traits on both sides. “It all depends on how they behave and if they can keep their egos in check,” says Harvard Business School Professor Joseph Bower, author of <em>The CEO Within</em>. “It works remarkably well if you also have strong board members who are able to make it work.” The challenge, as Bower sees it, is living up to the age-old adage of “diversity in counsel, unity in command”: however many leaders a company has, it has to move forward decisively. But while having a single visionary at the helm is often just what a company requires, the breadth of experience and wisdom offered by a pair of equally guided leaders can also have its advantages. “As long as there is cooperation, a pair will bring greater assets than can come from one person’s intellect,” adds Bower.</p>
<blockquote><p>“Whether we’re talking about socks or stocks, I like buying quality merchandise when it is marked down.” <em> &#8211; Warren Buffett, chairman and CEO, Berkshire Hathaway</em></p></blockquote>
<p>Today’s activist shareholders urge boards and CEOs to   seek a second opinion or appoint a devil’s advocate that can result in what some believe is a bifurcated structure, as evidenced by the recent push for splitting the roles of CEO and chairman. One of the common arguments for not splitting the roles is that it creates confusion about exactly who is in charge. Another is that it hinders the company’s leadership to communicate with one, clear voice. Yet another is that the two get in each other’s way, one reining in the other, forcing a compromised and dulled strategy. However, great business duos learn to sidestep these traps and work together for the greater good of the organization. They improve each other’s ideas without watering them down. They move in concert without stepping on each other’s toes.</p>
<p>The question of what is the optimal executive leadership structure is one the board must answer and be answerable for (though many of the following examples took place before the boardroom had the significance it has today); a director could not find a better starting place from which to view the issue than by looking at the following examples of tandem business success.</p>
<p>“Communication is the cornerstone,” says Belmont University Prof. Jeff Cornwall, who studies business organizational structure. “Successful partners are able to feel comfortable tackling difficult issues without being afraid of hurting each other’s feelings.” Certainly, when addressing high-impact challenges on a day-to-day basis, the best pairings have had a tendency to avoid sugarcoating the issues at hand, and a no-nonsense approach is also required. Says Cornwall, “Partners must have a similar work ethic, and they should have similar values, but not necessarily similar personalities.” Such advice, along with the examples offered below, affirms John Rockefeller’s maxim that friendship founded on business is preferable to business based on friendship. With such an appropriately sober attitude in mind—and with the implicit advice offered by history’s great duos—one should move confidently in building a capable leadership team.</p>
<p><strong>Warren Buffett and Charlie Munger: Berkshire Hathaway</strong><br />
The partnership between Warren Buffett and Charlie Munger has been well documented throughout the pair’s 50-year professional relationship, but for traders, investors, and general profit-seekers at large, their formula for success remains elusive. In their leading roles at Berkshire Hathaway, the two have led investors (and themselves) to steady returns virtually unparalleled in the investment community. Their methods, as the two attest, are deceptively simple, yet their successes have been without peer.</p>
<p>Buffett and Munger are unified in their ability to generate profit for investors in their funds, and the two men share similar investing values that revolve around the simple tactic of targeting undervalued assets and obtaining them. As Chairman and CEO Buffett put it in last year’s letter to shareholders, “Whether we’re talking about socks or stocks, I like buying quality merchandise when it is marked down.” However, the individuals behind Berkshire’s success have demonstrated their unique characters, even as they have waged a common investment crusade. Buffett, with his tireless, common-sense approach to investing, his emphasis on wise governance, and his seemingly infinite humor and wisdom, is the prototype for would-be fund kings. His annual shareholder letters offer up world-class insight into the methods by which steady returns are generated, all tinged with the folksy warmth that is no small part of the man’s appeal.</p>
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		<title>Feds Knocking at the Boardroom Door</title>
		<link>http://www.directorship.com/feds-knocking-at-the-boardroom-door/</link>
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		<pubDate>Thu, 03 Sep 2009 19:33:50 +0000</pubDate>
		<dc:creator>Gretchen Michals</dc:creator>
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		<description><![CDATA[The U.S. government continues to be a driving force in the boardrooms of taxpayer fund recipients. ]]></description>
			<content:encoded><![CDATA[<p>When the U.S. government took large stakes in a number of troubled companies, government officials stressed that they would not push bureaucrats onto those boards. But that hasn’t stopped Treasury officials from taking an unprecedented—though behind-the-scenes—role in recasting the boards of companies that have participated in the Troubled Asset Relief Program (TARP). Recipients such as Citigroup, AIG, and Bank of America have experienced pressure to make changes. “There’s a whole dance between the government, boards, and the public,” says Anne Simmons, co-founder and CEO of Board Advisory Services. “And no one is going to want to talk openly.”</p>
<p>Many TARP recipients are now scrambling to pay back their share of the $700 billion bailout to escape further government meddling. Some banks are believed to be under an undisclosed regulatory sanction that requires them to revamp their boards and focus on risk and liquidity management. Since Bank of America signed on to TARP, four directors have resigned from its board and been replaced, likely with government input.</p>
<p>Recently, Citigroup reshuffled its senior executives, including the removal of CFO Edward Kelly—changes made while under pressure from the Treasury and after discussions between regulators and Citigroup Chairman Richard Parsons. Citi’s chief accountant, John Gerspach, is now the bank’s fifth CFO in five years. Citi also replaced four members of its board since signing on to TARP. Only three of AIG’s original 11-member board remain in place.</p>
<p>“You can at least see an attempt to make government regulators happier,” reflects Jaidev Iyer, managing director of the Global Association of Risk Professionals. “But there is a difference between making changes to appease regulators and making fundamental changes to your board and governance practices.”</p>
<p>“The government is working behind the scenes—but they will get their money back,” assures Simmons, who believes many of the casualties of the financial crisis will need to revamp their boards whether the government says to or not. Says Simmons: “The market is going to demand it.”</p>
<p><strong>Chrysler</strong> named five new directors to its board: <strong>George F. J. Gosbee</strong>, chairman and president of Tristone Capital; <strong>Douglas Steenland</strong>, former CEO of Northwest Airlines; <strong>Scott Stuart</strong>, a founding partner of Sageview Capital; <strong>Ronald L. Thompson</strong>, chairman of the board of trustees for Teachers Insurance and Annuity Association; and <strong>Stephen Wolf</strong>, chairman of R.R. Donnelley &amp; Sons.</p>
<p><strong>American International Group’s</strong> annual meeting resulted in the re-election of <strong>Dennis Dammerman</strong>, former vice chairman of the board of General Electric; <strong>George Miles</strong>, CEO of WQED Multimedia; <strong>Suzanne Nora Johnson</strong>, former vice chairman of Goldman Sachs; and <strong>Morris Offit</strong>, chairman of Offit Capital Advisors. Liddy said he will step down as CEO as soon as a replacement is found.</p>
<p><strong>Ken C. Hicks</strong> has been named <strong>Foot Locker’s </strong>new CEO. Hicks will succeed Matthew D. Serra, who has been the company’s CEO since March 2001. Serra will continue as the company’s chairman until his planned retirement next year.</p>
<p><strong>Trex Company </strong>named <strong>Richard E. Posey</strong> to its board. Posey has served as chief executive of Moen Inc., a faucet manufacturer, and Hamilton Beach/Proctor Silex.</p>
<p><strong>Bank of America</strong> revamped its board by electing four new directors: <strong>Susan Bies</strong>, <strong>William Boardman</strong>, <strong>Paul Jones</strong>, and <strong>Donald Powel</strong>l. Bies previously served on the SEC’s advisory committee. Boardman served as chairman of Visa International until his retirement in 2005. Jones is currently an attorney at law firm Balch &amp; Bingham. Powell is a director of Stone Energy.</p>
<p><strong>Biogen Idec</strong> confirmed two of billionaire activist Carl Icahn’s picks to its board:<strong> Richard Mulligan</strong>, a professor of genetics at Harvard Medical School and director of the Harvard Gene Therapy Initiative; and <strong>Alex Denner</strong>, a managing director at Icahn Partners.</p>
<p><strong>Jeff Huber</strong>, senior vice president of engineering at Google, has joined <strong>Electronic Arts’ </strong>board. Huber was in charge of technology development for Google’s AdWords and AdSense, as well as Google Apps. Prior to Google, he served in a number of management roles at eBay and Excite@Home.</p>
<p><strong>David L. Calhoun</strong> has been named to <strong>Boeing’s</strong> board. Calhoun is CEO of The Nielsen Company. Prior to his work at Nielsen, Calhoun spent more than 25 years at General Electric.</p>
<p><strong>Sonoa Systems</strong> named <strong>Tsvi Gal </strong>to its board. Gal is a general partner at Exigen Capital and previously served as Deutsche Bank’s Investment Bank and Assessment Management’s CTO.</p>
<p><strong>Anne Egger </strong>has been appointed to <strong>Optical Sciences’</strong> board. Egger has been working with Electro-Optic Sciences as a consultant since her retirement earlier this year.</p>
<p><strong>Michael Gelmon </strong>and <strong>Cory Gelmon</strong> have been named to <strong>Safeguard Security Holdings’</strong> board. Michael Gelmon has replaced Tom Montgomery as chairman of the firm and Cory Gelmon has been elected director and appointed new CFO.</p>
<p><strong>Best Buy’s Brad Anderson</strong> will retire as the company’s CEO. Brian Dunn is believed to be Anderson’s successor. Dunn currently serves as the company’s president and COO.</p>
<p><strong>E*Trade Financial</strong> named <strong>Kenneth C. Griffin</strong>, founder and CEO of Citadel Investment, to its board. Griffin currently sits on the Advisory Council for Chicago 2016, working to bring the 2016 Olympic Games to the Windy City.</p>
<p><strong>George E. Minnich</strong> has been appointed to <strong>Kaman’s </strong>board. Minnich retired as senior vice president and CFO of ITT in 2007.</p>
<p><strong>MarineMax </strong>appointed <strong>Russell J. Knittel</strong> to its board. Knittel has been executive vice president of Synaptics since 2007, and CFO  since 2001.</p>
<p><strong>Ray Powers </strong>has been appointed to <strong>MediaG3’s </strong>board. He served as COO and executive vice president of International Communications, a wholesale carrier that owned nearly 460 wireless transmission sites in the U.S.</p>
<p><strong>Robert Half International</strong> appointed <strong>Barbara J. Novogradac</strong> to its board. Novogradac is currently president of Novogradac Investment Company, a private real estate investment company.</p>
<p><strong>FedEx</strong> elected <strong>Susan C. Schwab</strong>, U.S. Trade Representative from 2006 to 2009, to its board. Schwab is currently a professor at the University of Maryland’s School of Public Policy.</p>
<p>Qualys CEO <strong>Philippe Courtot</strong> has been elected to <strong>Tech-America’s</strong> board. Courtot served on the board of the Cyber Security Industry Alliance (CSIA). He previously was chairman and CEO of Signio, an electronic payment start-up that he repositioned to become a significant e-commerce player.</p>
<p><strong>James K. Brewington </strong>has been named to <strong>Sonus Network’s</strong> board. Brewington retired as president of Developing Markets at Lucent Technologies in 2007.<br />
<strong><br />
Boston Scientific </strong>CEO James Tobin will leave the medical-device maker. Tobin will be succeeded by <strong>Raymond Elliott</strong>, the former CEO of orthopedics maker Zimmer Holdings.</p>
<p><strong>ScanSafe</strong>, a provider of Software as a Service web security, appointed <strong>Bernard Liautaud </strong>to its board. Liautaud was founder and CEO of Business Objects, an enterprise software company.</p>
<p><strong>John McCartney </strong>was elected to <strong>Covance’s </strong>board. McCartney currently serves as chairman of the board of A.M. Castle, a provider of products, services, and supply chain solutions. McCartney previously served as president and COO of U.S. Robotics.</p>
<p><strong>George E. Minnich </strong>has been named to <strong>Kaman’s</strong> board. He retired as chief financial officer from ITT in 2007.</p>
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		<title>Delaware Courts Strike Proper Balance</title>
		<link>http://www.directorship.com/delaware-courts-balance/</link>
		<comments>http://www.directorship.com/delaware-courts-balance/#comments</comments>
		<pubDate>Wed, 02 Sep 2009 20:21:38 +0000</pubDate>
		<dc:creator>David Hennes</dc:creator>
				<category><![CDATA[Magazine]]></category>
		<category><![CDATA[Citigroup]]></category>
		<category><![CDATA[congress]]></category>
		<category><![CDATA[Court of Chancery]]></category>
		<category><![CDATA[obama administration]]></category>
		<category><![CDATA[subprime]]></category>

		<guid isPermaLink="false">http://www.directorship.com/?p=9256</guid>
		<description><![CDATA[The current political climate has not influenced the Court's historically balanced approach. ]]></description>
			<content:encoded><![CDATA[<p>In response to the recent economic downturn, Congress, the Obama administration, and federal regulators have taken unprecedented steps to impose regulation on how public companies are governed and run. They have sought to alter the rules for, among other things, executive compensation, director elections, and regulation of the financial industry.</p>
<p>Given the federal response, the business law community was anxious to analyze the response of the Delaware Court of Chancery, the nation’s preeminent court for litigating business disputes. A review of the Court of Chancery’s recent decisions shows that it has not allowed the current political climate to influence its historically balanced approach. These decisions illustrate that the Court understands the role of corporate risk-taking with investment capital and will not automatically equate corporate losses with directorial or executive liability. At the same time, however, the Court will allow suits to proceed where plaintiffs plead factual allegations of corporate wrongdoing. Two recent decisions illustrate this balanced approach.</p>
<p>The first decision involved shareholder derivative litigation (filed on behalf of the company) against current and former directors of Citigroup, which received billions in government aid. In that case, the plaintiffs alleged that the directors breached their fiduciary duties by failing to properly: (1) monitor and manage risks associated with Citigroup’s exposure to the subprime lending market in the face of  “red flags”; and (2) publicly disclose Citigroup’s exposure to subprime assets. Based on these allegations, the plaintiffs sought to hold the Citigroup directors personally liable for alleged shareholder losses.</p>
<p>Despite Citigroup’s substantial losses, the Court of Chancery dismissed almost all of the claims in the lawsuit at the pleading stage for failure to make a “demand” on the board prior to bringing suit. The Court refused to engage in a substantive hindsight review of the business judgment that gave rise to the losses because, as was alleged in the complaint, Citigroup had policies, procedures, and controls in place designed to monitor risk. As the Court stated: “Citigroup was in the business of taking on and managing investment and other business risks. To impose oversight liability on directors for failure to monitor ‘excessive’ risk would involve courts in conducting hindsight evaluations of directors at the heart of the business judgment of directors. Oversight duties under Delaware law are not designed to subject directors, even expert directors, to personal liability for failure to predict the future and to properly evaluate business risk.”</p>
<p>In the second decision, involving AIG, now largely owned by the federal government, the shareholder plaintiffs alleged that AIG management secretly used offshore subsidiaries to mask losses and misstated the company’s financial performance in order to convince investors that AIG was more financially secure than it actually was. In denying motions to dismiss the complaint, the Court of Chancery found that the plaintiffs had alleged facts that, if ultimately proven true, would show “pervasive, diverse, and substantial financial fraud” involving senior managers at AIG. Because the plaintiffs pled facts that would support a conclusion that the former CEO and CFO, among other former senior executives at AIG, had “personal knowledge” of the widespread financial corruption and “direct involvement in a variety of allegedly improper transactions,” the Court permitted the case to proceed to discovery.</p>
<p>While the boundaries between these two cases are extreme, it is easy to see some lines of demarcation. Where plaintiffs allege a lack of effective oversight and risk management by directors, Delaware courts will look to determine if any oversight processes are in place to monitor risk. If risk management processes exist, then Delaware courts will not typically subject business decisions to an unfair hindsight analysis colored by the passage of time and the outcome, regardless of the efficacy or effectiveness of those processes. That is in contrast to cases where executives are credibly alleged to have engaged in, or acquiesced to, financial fraud. This balanced approach should continue to encourage the corporate risk-taking necessary to help the economy recover from the recent downturn, while at the same time provide an effective deterrent to wrongdoing. It should also continue to make Delaware the preeminent forum for incorporation and choice of law clauses in contracts.</p>
<address>David Hennes is a litigation partner resident in Fried, Frank, Harris, Shriver &amp; Jacobson LLP’s New York office. Michael Savicki, a litigation associate, assisted in the preparation of this article.</address>
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		<title>Citigroup 401(k) Participants’ Lawsuit Dismissed</title>
		<link>http://www.directorship.com/citigroup-401k-participants%e2%80%99-lawsuit-dismissed/</link>
		<comments>http://www.directorship.com/citigroup-401k-participants%e2%80%99-lawsuit-dismissed/#comments</comments>
		<pubDate>Wed, 02 Sep 2009 08:05:05 +0000</pubDate>
		<dc:creator>News Editor</dc:creator>
				<category><![CDATA[Boardroom News]]></category>
		<category><![CDATA[Directors Daily Briefing]]></category>
		<category><![CDATA[Newsletters]]></category>
		<category><![CDATA[401K]]></category>
		<category><![CDATA[Citigroup]]></category>
		<category><![CDATA[ERISA]]></category>

		<guid isPermaLink="false">http://www.directorship.com/?p=9149</guid>
		<description><![CDATA["Investment in Citigroup stock was presumptively prudent," wrote U.S. District Court Judge Sidney H. Stein.]]></description>
			<content:encoded><![CDATA[<p><span style="font-size: small;"><span style="font-family: verdana,geneva;"><span lang="EN-GB">A federal judge has dismissed a class-action lawsuit filed on behalf of 150,000 participants in Citigroup’s two 401(k) plans, saying the company’s inclusion of company stock as an investment option did not violate its fiduciary duties under ERISA. According to <em><strong><a title="Click here for the full story" href="http://www.pionline.com/apps/pbcs.dll/article?AID=/20090901/DAILYREG/909019985" target="_blank">Pensions &amp; Investments</a></strong></em>, U.S. District Court Judge Sidney H. Stein tossed out the lawsuit, filed on behalf of participants in Citigroup’s 401(k) Plan and the Citibuilder 401(k) Plan for Puerto Rico. &#8220;Investment in Citigroup stock was presumptively prudent, and plaintiffs have failed to allege facts in support of a possible claim to overcome that assumption,&#8221; Stein wrote in his ruling. He added the two 401(k) plans &#8220;unequivocally required&#8221; that Citigroup stock be offered as an investment option, and thus &#8220;had no discretion and could not be acting as fiduciaries&#8221; with respect to the plans’ investment in company stock. According to the ruling, the inclusion of the company stock was mandated in the terms of the plans. &#8220;This Court holds that neither the (Citigroup’s) Investment Committee nor any other plan fiduciary had a duty to override the plans’ mandate that Citigroup stock be offered as an investment option,&#8221; he wrote. &#8220;Not only does that holding accord with traditional principles of trust law, but it is consistent with ERISA’s language, structure, and purpose.&#8221; He also ruled that plaintiffs failed to prove their claim that defendants breached their fiduciary duties by failing to provide &#8220;complete and accurate&#8221; information about the financial condition of Citigroup to plan participants.</span></span></span></p>
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		<title>Obama Adopts Hands-Off Policy on Citi, AIG Pay</title>
		<link>http://www.directorship.com/obama-adopts-hands-off-pay/</link>
		<comments>http://www.directorship.com/obama-adopts-hands-off-pay/#comments</comments>
		<pubDate>Fri, 21 Aug 2009 10:28:10 +0000</pubDate>
		<dc:creator>News Editor</dc:creator>
				<category><![CDATA[Directors Daily Briefing]]></category>
		<category><![CDATA[News]]></category>
		<category><![CDATA[Newsletters]]></category>
		<category><![CDATA[Top Stories]]></category>
		<category><![CDATA[AIG]]></category>
		<category><![CDATA[Citi]]></category>
		<category><![CDATA[Citigroup]]></category>
		<category><![CDATA[Kenneth Feinberg]]></category>
		<category><![CDATA[Kenneth Master]]></category>
		<category><![CDATA[obama]]></category>
		<category><![CDATA[pay packages]]></category>
		<category><![CDATA[President Barack Obama]]></category>
		<category><![CDATA[say on pay]]></category>
		<category><![CDATA[white house]]></category>

		<guid isPermaLink="false">https://www.directorship.com/?p=8288</guid>
		<description><![CDATA[The Obama administration has left executive pay worries to Kenneth Feinberg.]]></description>
			<content:encoded><![CDATA[<p>President Barack Obama and his advisers are taking a hands-off approach to the review of pay packages at companies receiving taxpayer aid, a senior adviser said, leaving the politically sensitive task of dealing with the fallout to Kenneth Feinberg, the administration’s special master on executive pay. Companies including American International Group and Citigroup last week submitted executive-pay proposals to Feinberg, for a 60-day review, reports <a href="http://www.bloomberg.com/apps/news?pid=20601087&amp;sid=a3dqZsP51wrY"><strong>Bloomberg</strong></a>. Obama hasn’t been briefed on the plans and neither he nor any of his White House aides will be involved in Feinberg’s decision making, said Senior Adviser Valerie Jarrett. “There is no micromanagement by the White House in this at all,” said Jarrett, Obama’s chief liaison to the business community. “The president has explicitly said he doesn’t want that, he wants Ken to do this on his own. The expectation is that Ken will do his own independent assessment,” Jarrett said. “His charge is to really balance retaining talent, aligning compensation appropriately with performance and making sure that we protect our investment.”</p>
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		<title>Wall Street Keeps Eye on Feinberg</title>
		<link>http://www.directorship.com/wall-street-feinberg/</link>
		<comments>http://www.directorship.com/wall-street-feinberg/#comments</comments>
		<pubDate>Thu, 20 Aug 2009 19:48:13 +0000</pubDate>
		<dc:creator>News Editor</dc:creator>
				<category><![CDATA[Directors Daily Briefing]]></category>
		<category><![CDATA[News]]></category>
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		<category><![CDATA[AIG]]></category>
		<category><![CDATA[American International Group]]></category>
		<category><![CDATA[Andrew Hall]]></category>
		<category><![CDATA[bank of america]]></category>
		<category><![CDATA[BofA]]></category>
		<category><![CDATA[Citi]]></category>
		<category><![CDATA[Citigroup]]></category>
		<category><![CDATA[clawbacks]]></category>
		<category><![CDATA[congress]]></category>
		<category><![CDATA[Joseph Cassano]]></category>
		<category><![CDATA[Kenneth Feinberg]]></category>
		<category><![CDATA[Morgan Stanley]]></category>
		<category><![CDATA[Rappaport]]></category>
		<category><![CDATA[Richard Ferlauto]]></category>
		<category><![CDATA[shearman sterling]]></category>
		<category><![CDATA[TARP]]></category>
		<category><![CDATA[Troubled Asset Relief Program]]></category>
		<category><![CDATA[U.S. Treasury]]></category>

		<guid isPermaLink="false">https://www.directorship.com/?p=8266</guid>
		<description><![CDATA[Wall Street awaits Kenneth Feinberg's decision on whether to take back executive bonuses given out to TARP recipients. ]]></description>
			<content:encoded><![CDATA[<p>Kenneth Feinberg may require some firms to &#8220;claw back&#8221; past bonuses paid out to executives, reports <a href="http://www.reuters.com/article/ousiv/idUSTRE57I68F20090819"><strong>Reuters</strong></a>. &#8220;There are some real concerns about the scope of &#8216;clawbacks&#8217; and the people and payments that they may reach,&#8221; said Linda Rappaport, who leads the executive compensation practice at Shearman &amp; Sterling, a New York Law firm. Feinberg recently told a crowd on Martha&#8217;s Vineyard that Congress gave him broad discretion to recover compensation paid to bailout recipients. &#8220;It is a very difficult issue,&#8221; Feinberg said during his remarks at the island off the Massachusetts coast. &#8220;I&#8217;m not sure it is a good idea for the U.S. Treasury to be a bill collector or try to get money back as an institution.&#8221; Feinberg is focused on reviewing lists of the 25 highest paid employees of seven major firms who received taxpayer funds, including Citigroup, American International Group, and Bank of America.</p>
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		<title>Regulators Plied Pressure on Citi to Replace CFO</title>
		<link>http://www.directorship.com/regulators-citi-replace-ceo/</link>
		<comments>http://www.directorship.com/regulators-citi-replace-ceo/#comments</comments>
		<pubDate>Wed, 19 Aug 2009 10:17:54 +0000</pubDate>
		<dc:creator>News Editor</dc:creator>
				<category><![CDATA[Directors Daily Briefing]]></category>
		<category><![CDATA[News]]></category>
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		<category><![CDATA[Top Stories]]></category>
		<category><![CDATA[CFO]]></category>
		<category><![CDATA[Citigroup]]></category>
		<category><![CDATA[Ned Kelly]]></category>

		<guid isPermaLink="false">https://www.directorship.com/?p=8092</guid>
		<description><![CDATA[Replacement of Ned Kelly by John Gerspach in July spurred by regulators.]]></description>
			<content:encoded><![CDATA[<p>Regulators put pressure on Citigroup to replace its chief financial officer only weeks before his surprise departure, according to a <a title="link to full story" href=" http://www.bloomberg.com/apps/news?pid=20601087&amp;sid=aioApQz0Ju4c" target="_blank"><em><strong>Financial Times</strong></em></a> report. The newspaper saw parts of a document that it said confirmed investors’ belief that the replacement of Ned Kelly by Citi veteran John Gerspach in July after fewer than four months in the job had been triggered by regulators. It said it also emphasised the extent of the authorities’ involvement in the internal workings of Citi, which recently ceded a 34 per cent stake to the government. In the late-June agreement with its main regulators – the Federal Reserve, the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Corporation – Citi said that it would consider whether to replace its chief financial officer before October. “Citigroup will initiate a process that will result in a decision on (a) whether the CFO for Citigroup&#8230;can be more effectively utilised in other Citigroup responsibilities,” the agreement states. “And (b) if so, on replacements by a person&#8230;with relevant financial, accounting or other experience acceptable to the agencies, with the results publicly announced by&#8230;publication of Citigroup’s third quarter 2009 earnings [in October].” People near to the situation said that Kelly tendered his resignation on hearing of the agreement, prompting Citi to offer him another role and to promote Gerspach.</p>
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		<title>Citigroup May Change Trader $100M Pay to Stock from Cash</title>
		<link>http://www.directorship.com/citigroup-100m-pay/</link>
		<comments>http://www.directorship.com/citigroup-100m-pay/#comments</comments>
		<pubDate>Mon, 17 Aug 2009 10:53:09 +0000</pubDate>
		<dc:creator>News Editor</dc:creator>
				<category><![CDATA[Boardroom News]]></category>
		<category><![CDATA[Directors Daily Briefing]]></category>
		<category><![CDATA[Newsletters]]></category>
		<category><![CDATA[Citigroup]]></category>
		<category><![CDATA[executive compensation]]></category>
		<category><![CDATA[executive pay]]></category>

		<guid isPermaLink="false">https://www.directorship.com/?p=7858</guid>
		<description><![CDATA[Obama Administration said to be pressuring the bank to find a way around the massive payday.]]></description>
			<content:encoded><![CDATA[<p>Citigroup, which is under pressure from the Obama administration to reduce executive compensation, may try to persuade energy trader Andrew Hall to accept stock instead of cash in 2010 after paying him about $100 million last year, reported <strong><a title="2009-08-17" href="http://www.bloomberg.com/apps/news?pid=20601103&amp;sid=aJXLiBlR19aA#" target="_blank">Bloomberg.</a> </strong>However, Hall is not likely to accept such an offer because his pay is based on the performance of the Phibro unit he heads, not the bank’s, making the sale of the business more likely as a way of placing him outside the government restrictions, sources said. Citigroup, which lost $27.7 billion in 2008, booked $667 million in profits from commodities trading that same year, primarily from Phibro. The bank, led by Chief Executive Officer Vikram Pandit, 52, has seen its share price fall 93 percent in New York trading since 2006, closing Aug. 14 at $4.04. Citigroup has considered giving up control of Phibro to outside investors and Warren Buffett is said to have recently made an informal offer to acquire the business, which was rejected.</p>
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		<title>Regulators Lean on Citi to Examine Management</title>
		<link>http://www.directorship.com/regulators-lean-on-citi-to-examine-management/</link>
		<comments>http://www.directorship.com/regulators-lean-on-citi-to-examine-management/#comments</comments>
		<pubDate>Thu, 13 Aug 2009 18:27:16 +0000</pubDate>
		<dc:creator>News Editor</dc:creator>
				<category><![CDATA[Boardroom News]]></category>
		<category><![CDATA[Directors Daily Briefing]]></category>
		<category><![CDATA[Newsletters]]></category>
		<category><![CDATA[Citigroup]]></category>
		<category><![CDATA[FDIC]]></category>
		<category><![CDATA[finance]]></category>
		<category><![CDATA[management]]></category>
		<category><![CDATA[regulatory]]></category>
		<category><![CDATA[stress tests]]></category>

		<guid isPermaLink="false">http://www.directorship.com/?p=7741</guid>
		<description><![CDATA[The FDIC has led Citigroup to engage an outside consultant in reviewing its existing management.]]></description>
			<content:encoded><![CDATA[<p>Citigroup is engaging external consultants to evaluate its existing management team, per request of the Federal Deposit Insurance Corporation (FDIC) and other regulators. According to the <a href="http://www.ft.com/cms/s/0/a8e71670-8777-11de-9280-00144feabdc0,dwp_uuid=9788f55e-07e0-11de-8a33-0000779fd2ac.html">Financial Times</a>, Citi has retained advisory group Egon Zehnder to conduct a management review, with the goal of presenting possible management changes in October. The review comes on the heels of the bank stress tests conducted by the government in May that suggested a need for banks to take stock of their management situation. Citigroup has already added eight new directors to its board, but current CEO Vikram Pandit and other senior officers may come under fire in the coming months.</p>
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		<title>Citi Forced to Bring in Consultant for Management Checks</title>
		<link>http://www.directorship.com/citi-forced/</link>
		<comments>http://www.directorship.com/citi-forced/#comments</comments>
		<pubDate>Thu, 13 Aug 2009 11:10:32 +0000</pubDate>
		<dc:creator>News Editor</dc:creator>
				<category><![CDATA[Directors Daily Briefing]]></category>
		<category><![CDATA[News]]></category>
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		<category><![CDATA[Citi]]></category>
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		<category><![CDATA[Egon Zehnder]]></category>
		<category><![CDATA[Federal Deposit Insurance Corporation]]></category>

		<guid isPermaLink="false">http://www.directorship.com/?p=7656</guid>
		<description><![CDATA[Under pressure from the government, Citi hired Egon Zehnder, to carry out an in-depth management review.]]></description>
			<content:encoded><![CDATA[<p>U.S. regulators have made Citigroup hire external consultants to consider whether its current management is up to the job of leading the troubled bank out of the financial crisis, reported the <a href="http://www.ft.com/cms/s/0/a8e71670-8777-11de-9280-00144feabdc0.html"><strong>Financial Times</strong></a>. It said people close to the situation said Citi had retained Egon Zehnder, a headhunter and board advisory consultancy, to carry out an in-depth management review requested by the government after stress tests on banks in May. The push for Citi to enlist external help, led by the Federal Deposit Insurance Corporation and backed by other regulators, underlines authorities’ desire to keep Citi’s upper echelons under control after rescuing the bank with $45 billion. It also raises questions about the long-term future of Vikram Pandit, Citi’s chief executive who is under fire from the FDIC, and other senior executives. The sources said Citi had to present a plan of action about possible managerial changes to the board and regulators by the time it reports third-quarter results in October. Citi has added eight new directors and replaced its finance chief in recent months.</p>
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		<title>Major Banks Poaching Each Others&#8217; Ranks</title>
		<link>http://www.directorship.com/major-banks/</link>
		<comments>http://www.directorship.com/major-banks/#comments</comments>
		<pubDate>Tue, 11 Aug 2009 15:20:55 +0000</pubDate>
		<dc:creator>News Editor</dc:creator>
				<category><![CDATA[Boardroom News]]></category>
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		<guid isPermaLink="false">http://www.directorship.com/?p=7454</guid>
		<description><![CDATA[Banks are showing signs of improvement as they hire new employees.]]></description>
			<content:encoded><![CDATA[<p>Major banks posted better than expected results in the second quarter and plan to carry that momentum into the job market. Even Citigroup and Bank of America, which have not repaid TARP funds, have added to their payrolls. Investment banking divisions especially have been filling posts in areas like fixed-income and commodities quickly, reports Elinor Comlay at <strong><a href="http://www.reuters.com/article/ousiv/idUSTRE57955G20090810?pageNumber=2&amp;virtualBrandChannel=0">Reuters</a></strong>. The larger banks have been losing employees to smaller firms during the recession. Those smaller firms did not receive TARP funds and need to limit pay as a result. However, few if any of the hires are coming from the ranks of the unemployed but instead from those who survived the cuts at other banks as each firm seeks to strengthen senior management. Although employment levels are unlikely to return to their 2007 levels, the switch from firing to hiring is a sign of a turnaround.</p>
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		<title>Guaranteed Wall Street Bonuses Under Fire</title>
		<link>http://www.directorship.com/guaranteed-wall-street/</link>
		<comments>http://www.directorship.com/guaranteed-wall-street/#comments</comments>
		<pubDate>Mon, 10 Aug 2009 13:55:36 +0000</pubDate>
		<dc:creator>News Editor</dc:creator>
				<category><![CDATA[Boardroom News]]></category>
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		<category><![CDATA[AIG]]></category>
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		<category><![CDATA[Compensation]]></category>
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		<category><![CDATA[Kenneth Feinberg]]></category>
		<category><![CDATA[obama administration]]></category>
		<category><![CDATA[pay practices]]></category>
		<category><![CDATA[wall street]]></category>

		<guid isPermaLink="false">http://www.directorship.com/?p=7283</guid>
		<description><![CDATA[Kenneth Feinberg faces increased difficulties as companies seek to reinstate guaranteed bonuses to lure and retain talent on Wall Street.]]></description>
			<content:encoded><![CDATA[<p>Many banks on Wall Street are eager to retain and attract talent. Banks are reigniting the practice of offering iron-clad, guaranteed, multimillion-dollar payouts, reports <strong><a href="http://dealbook.blogs.nytimes.com/2009/08/10/effort-to-rein-in-pay-on-wall-street-hits-new-hurdle/?scp=2&amp;sq=bonuses&amp;st=cse">The New York Times</a></strong>. The Obama administration&#8217;s compensation czar, Kenneth Feinberg, is preparing to review how compensation should be structured at seven companies that received two or more federal bailouts. The companies need to submit 2009 compensation plans for their top 25 earners by Thursday and Feinberg has 60 days to rule on them. He has the authority to single out any of those employees and adjust their pay packages. The following phase includes his review of the next 75 highest earners in each company. For those, he can set up pay formulas to be applied broadly. Feinberg has already met privately with executives at the companies and urged them to voluntarily rework any guarantees for high earners before the given deadline. He will face a difficult set of choices as Feinberg seeks to restructure pay practices, appeasing public outrage, while not hindering the profitability of these financial institutions in the process.</p>
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		<title>Expert Dilemma</title>
		<link>http://www.directorship.com/expert-dilemma/</link>
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		<pubDate>Sun, 02 Aug 2009 16:42:47 +0000</pubDate>
		<dc:creator>Judy Warner</dc:creator>
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		<category><![CDATA[Andrew Hall]]></category>
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		<guid isPermaLink="false">http://www.directorship.com/?p=6452</guid>
		<description><![CDATA[Whether oil trader Andrew Hall gets a nine-figure bonus is now in the hands of Obama administration comp specialist Kenneth Feinberg.]]></description>
			<content:encoded><![CDATA[<p>Whether oil trader Andrew Hall gets a nine-figure bonus is now in the hands of Obama administration comp specialist Kenneth Feinberg.</p>
<p>The $100-million bonus is based on a contract with Citigroup, now operating under the aegis of the U.S. government. A <a title="link to NYT story" href="http://www.nytimes.com/2009/08/02/business/02bonus.html?scp=2&amp;sq=kenneth%20feinberg&amp;st=cse"><em>New York Times </em></a>story, written by David Segal, reports that  the situation raises thorny questions about &#8220;the hazards of mixing the public interest with capitalism at its most unbridled, and it raises basic questions of fairness.&#8221;</p>
<p>Hall is the 58-year-old head of Phibro, a commodities trading firm in Westport, Conn., and his &#8220;nine-figure payday&#8221; represent his share of profits from what the NYT described as &#8220;a characteristically aggressive year of bets in the oil market.&#8221; Hall&#8217;s contract is  is owed the money under a contract with <a title="More information about Citigroup Incorporated" href="http://topics.nytimes.com/top/news/business/companies/citigroup_inc/index.html?inline=nyt-org">Citigroup</a>, and therein lies the rub. Since the bank was saved with roughly $45 billion in taxpayer aid, Obama administration compensation specialist, Kenneth R. Feinberg, will decide whether the trader gets what is owed to him.</p>
<p>A spokesman for Feinberg, Andrew Williams, responding to a NYT query via email, said the reviews of compensation  are just getting underway and that pay levels must strike the right balance between discouraging  excessive risk taking and encouraging reward. &#8220;We are not going to provide a running commentary on that process,&#8221; Williams wrote in the email, &#8220;but it&#8217;s clear that Mr. Feinberg has the broad authority to make sure that compensation at those firms strikes an appropriate balance.&#8221;</p>
<p>Citigroup&#8217;s co-head of global markets, James Forese, believes contracts such as Hall&#8217;s will live up to the administration&#8217;s intent. &#8220;We&#8217;re confident in the value these types of profit-sharing arrangements bring to the company and its shareholders as they directly align compensation with performance,&#8221; Forese wrote in an email.</p>
<p>[Feinberg will address the Boardroom Leaders Forum on November 16 in New York. For more information, click <a title="link to Boardroom Leaders Forum" href="http://www.directorship.com/events/boardroom-leaders-forum/">here</a>.]</p>
<p><em>Judy Warner is deputy editor and editorial conference director at </em>NACD Directorship<em> magazine.</em></p>
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		<title>U.S. Becomes Citigroup&#8217;s Largest Shareholder</title>
		<link>http://www.directorship.com/u-s-becomes-citigroups-largest-shareholder/</link>
		<comments>http://www.directorship.com/u-s-becomes-citigroups-largest-shareholder/#comments</comments>
		<pubDate>Fri, 31 Jul 2009 11:02:03 +0000</pubDate>
		<dc:creator>News Editor</dc:creator>
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		<guid isPermaLink="false">http://www.directorship.com/?p=6368</guid>
		<description><![CDATA[Third largest American bank completed two exchange offers to bolster its capital provisions]]></description>
			<content:encoded><![CDATA[<p>U.S. taxpayers now own around 34 percent in Citigroup.<a title="link to Reuters story" href=" http://www.reuters.com/article/newsOne/idUSTRE56S3J120090730"> Reuters</a> said that while a few technical details still remain, the bank has completed a months-long effort to convert preferred shares held by the government into common stock. Citigroup yesterday completed two exchange offers to bolster the capital position of the nation&#8217;s third-biggest bank, widely considered the most troubled large U.S. lender. Public investors, private investors and the government swapped close to $58 billion of preferred securities into common stock of the New York-based bank. Citigroup has said the swaps would leave it with more than 21 billion shares, up from 5.51 billion at the end of June. The $25 billion swapped by the government is part of its $45 billion infusion, the Troubled Asset Relief Program. Another $20 billion of that sum will remain in the form of preferred shares, throwing off an 8 percent annual dividend.</p>
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		<title>TARP Banks Paid $32.6B in Bonuses</title>
		<link>http://www.directorship.com/tarp-banks-paid-32-6b-in-bonuses/</link>
		<comments>http://www.directorship.com/tarp-banks-paid-32-6b-in-bonuses/#comments</comments>
		<pubDate>Fri, 31 Jul 2009 10:24:08 +0000</pubDate>
		<dc:creator>News Editor</dc:creator>
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		<guid isPermaLink="false">http://www.directorship.com/?p=6361</guid>
		<description><![CDATA[Citigroup, Merrill Lynch and seven other U.S. banks paid $32.6 billion in bonuses in 2008 while receiving $175 billion in taxpayer funds, according to a report by New York Attorney General Andrew Cuomo. Bloomberg reports Cuomo analyzed 2008 bonuses at nine banks that received Trouble Asset Relief Program financing from the U.S. government. New York-based [...]]]></description>
			<content:encoded><![CDATA[<p>Citigroup, Merrill Lynch and seven other U.S. banks paid $32.6 billion in bonuses in 2008 while receiving $175 billion in taxpayer funds, according to a report by New York Attorney General Andrew Cuomo. <a title="link to Bloomberg story" href="http://www.bloomberg.com/apps/news?pid=20601087&amp;sid=aHURVoSUqpho">Bloomberg</a> reports Cuomo analyzed 2008 bonuses at nine banks that received Trouble Asset Relief Program financing from the U.S. government. New York-based Citigroup and Merrill, which has since been taken over by Bank of America, received TARP funding totaling $55 billion, Cuomo said.  “When the banks did well, their employees were paid well. When the banks did poorly, their employees were paid well,” Cuomo’s office said in the 22-page report. “When the banks did very poorly, they were bailed out by taxpayers and their employees were still paid well. Bonuses and overall compensation did not vary significantly as profits diminished.” The top 200 bonus recipients at JPMorgan Chase &amp; Co. received $1.12 billion last year, while the top 200 at Goldman received $995 million. At Merrill the top 149 received $858 million and at Morgan Stanley, the top 101 received $577 million. Those 650 people received a combined $3.55 billion, or an average of $5.46 million.  “Attorney General Cuomo’s report on executive pay at companies receiving taxpayer bailouts is shocking and appalling,” said House Committee on Oversight and Government Reform Chairman Edolphus Towns, a Democrat from New York. http://www.bloomberg.com/apps/news?pid=20601087&amp;sid=aHURVoSUqpho</p>
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