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Judge OKs withdrawal of Enron-related guilty plea
Corporate Governance | 2007/04/02 22:49

A federal judge on Monday granted former Enron vice president Christopher Calger's request to withdraw his July 2005 guilty plea to a charge of conspiracy to commit wire fraud. The case against Calger was based on the same legal theory that was rejected in August 2006 by the US Court of Appeals for the Fifth Circuit. In that case, the convictions of four former Merrill Lynch executives were overturned when the court found that the executives had acted for the benefit of Enron and not to benefit themselves personally. Calger withdrew his plea under the parallel assertion that the government's theory of fraud relating to the deprivation of honest services is flawed, as he did not personally profit.

Calger faced up to five years in prison under his guilty plea; the government still has the right to re-prosecute the issue. Calger is the second individual to withdraw a guilty plea in the Enron scandal; former Arthur Andersen accountant David Duncan withdrew a plea in December 2005 after the US Supreme Court overturned Anderson's obstruction of justice conviction.



Enron Pays Out $1.47B to Creditors
Corporate Governance | 2007/04/01 22:49

Since November 2004, Enron has returned about $11.5 billion to creditors in twice-yearly distributions, in April and October, as well as in "catch-up" distributions paid on an interim basis every two months. Monday's distribution was its 15th to creditors, the company said.

Enron, once the nation's seventh-largest company, entered bankruptcy proceedings in December 2001 after years of accounting tricks could no longer hide billions in debt or make failing ventures appear profitable. The collapse wiped out thousands of jobs, more than $60 billion in market value and more than $2 billion in pension plans.

Enron founder Kenneth Lay and former chief executive Jeffrey Skilling were convicted last year for their roles in the company's collapse. Skilling is serving a sentence of more than 24 years. Lay's convictions for conspiracy, fraud and other charges were wiped out with his July death from heart disease.

"Today's distribution is another significant milestone in the liquidation process and represents a tremendous financial outcome for the Enron estate," said John Ray, president and chairman of the board. "The estate continues to focus on its principal mandate to sell remaining assets, settle claims, and prosecute litigation."

Monday's distribution consisted of about $1.7 billion in cash and $171.7 million in shares of Portland General Electric, Enron's former utility.



Goldman Sachs delays vote on banning stock option awards
Corporate Governance | 2007/03/26 22:51

Goldman Sachs Groupdelayed until April 11 a vote on a shareholder's proposal to prohibit issuance of new stock options to executives. At its annual meeting Tuesday morning, shareholders overwhelmingly defeated two other proposals the company opposed regarding its charitable contributions and environmental policies.

Goldman delayed the options vote because the proposal was left out off the Feb. 21 proxy document sent outlining the annual meeting agenda. Goldman on March 19 sent shareholders an amended proxy with the proposal.

Goldman Chief Executive Lloyd Blankfein apologized to longtime corporate governance gadfly Evelyn Y. Davis, who made the proposal, for losing it. Davis had addressed it to former Goldman Chairman and CEO Henry Paulson rather than to Blankfein, who assumed the top posts last June. (Davis suggested at the meeting that Goldman fire its corporate secretary for the mishap.)

The proposal would bar Goldman from granting options to "anyone" because the awards "have gone out of hand in recent years," Davis's proposal says, and create distortions in managing the company because options can be tied to short-term earnings gains. Goldman's directors oppose the plan because it would put the investment bank "at a disadvantage in retaining, motivating and recruiting employees," the proxy said. Blankfein on Tuesday said the company needs both stock grants, which Davis supports, and option grants to successfully compete.

Blankfein was paid $54 million last year, including 209,228 options that the proxy statement valued at $10.5 million. His two lieutenants - Presidents Gary Cohn and Jon Winkelried - each collected options valued at $10.3 million. The trio collectively received about 21% of all options Goldman granted employees last year.

Net income at Goldman rose 70% in 2006 to a Wall Street record of $9.4 billion while its stock price soared 56%. Blankfein's compensation rose 42%.
As of the end of last November, the 52-year-old executive held $63.2 million of options that he had not yet converted into stock, according to the proxy statement.

A Goldman shareholder earlier this month filed a lawsuit against claiming the bank awarded too many options to top executives because it miscalculated their worth under the Black-Scholes valuation model it uses. The lawsuit against the firm and its directors seeks to void the election of directors at the meeting and to require a new accounting of the options.

Options granted the firm's top five executive officers in 2006 are worth $23 million more than Goldman disclosed in its proxy statement, the lawsuit said.
A Goldman spokesman said the company will "vigorously contest" the lawsuit.

On Tuesday, about 93% of voting shareholders approved electing all the bank's directors to one-year terms. Fewer than 7% voted for proposals from politically conservative interest groups that would have required a semiannual accounting of its charitable contributions and, separately, a policy paper explaining its environmental policies. A representative of the National Legal and Policy Center, which sponsored the charitable donation proposal, lashed out at Goldman on Tuesday for donating funds to Rainbow Push and other organizations led by Rev. Jesse Jackson.

In other matters, Blankfein said Goldman expects to raise $19 billion to $20 billion in its new private equity fund. The fund is about to be closed, and the amount raised is more than double money raised from outside investors and the firm itself in any of its five earlier private equity funds.
In another private equity discussion, Blankfein said Goldman maintains good relations with The Blackstone Group, despite the bank's absence from the underwriting group leading the private equity firm's initial public offering. Goldman sometimes can't do deals because of conflicts, he said.

He also defended Goldman's growing commitment of its own capital to trading and investing, saying the increased risk has been justified by supersized gains in capital and profits in recent years. The proprietary activities do not jeopardize relations with corporate clients because Goldman maintains "very very strict, high impermeable walls" between its client and proprietary activities to avoid conflicts of interest, he said.

He cited its status as Wall Street's biggest merger advisor and raiser of equity as testament to clients' loyalty.

Blankfein said he opposed government regulation of hedge funds because of the difficulty in creating "sensible regulations" for firms that rely on the funds' "very nimble" trading strategies. Goldman has no direct investments in hedge funds, but provides trading services and short-term loans to the funds through its large prime brokerage business. Goldman also manages almost $200 billion of its own and clients' money in alternative investments such as private equity and hedge funds, he said.

Fielding questions from shareholders on other issues, Blankfein said Goldman has no plans to split its stock, which currently trades at more than $200 a share, or close down its stock specialist operations on U.S. exchanges.

Shares of Goldman were down $1.36 to $210.37, or .6%, in early afternoon trading on The New York Stock Exchange. Shares of its largest competitors were off by about 1%.



LipidLabs Announces Corporate Governance
Corporate Governance | 2007/03/22 22:46

LipidLabs  announced the approval of its corporate governance guidelines for its management and board of directors. The Company has approved a code of conduct and code of ethics, as recommended by the Sarbanes/Oxley Act. In addition, the Company is currently seeking to add independent directors to its Board of directors and audit committee. Board Members serve the interests of the Company and its stockholders as highly qualified candidates with the personal integrity, knowledge, skills, expertise, diversity of experience, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time and effort to serve as members of the Board.

"We have initiated a program of corporate compliance intended to create a strong corporate governance function within LipidLabs," stated President Tommy Cloud. "We view corporate governance as an essential protection for our shareholders and as an essential support for the universities from whom we license our new technologies. Each stakeholder needs to know that good corporate governance controls are in place as we develop a culture of transparency at LipidLabs," he added.



Apple's Steve Jobs investigated for fraud
Corporate Governance | 2007/01/14 00:55

The US Attorney's office in San Francisco said Friday it is conducting a criminal probe into the option backdating practices of Apple Inc. and specifically an option grant given to CEO Steve Jobs in 2001 which was considered one of the largest option packages in corporate history, according to the San Jose Mercury News. Apple originally claimed the 7.5 million stock options were given to Jobs in October 2001 but last month, the company admitted the meeting in which the package was finalized did not take place until December that year.

Apple has said that Jobs and the company's current executives were unaware of any backdating, but between the date of the fictious October meeting and the actual meeting in December, Jobs' stock appreciated $20 million dollars.

The US Attorney's announcement comes less than two weeks after Apple completed an internal probe into alleged stock option manipulation by its senior managers, including Jobs. The report purported to clear its executives of any wrong-doing and concluded that Jobs did not "financially benefit" from stock options.



Apple stock options probe reports no misconduct
Corporate Governance | 2007/01/02 03:53
Apple Computer, Inc. Friday disclosed the findings of an internal report into alleged stock option manipulation by senior managers, including CEO Steve Jobs, purporting to clear its executives of any wrong-doing and concluding that Jobs did not "financially benefit" from stock options, despite knowledge of favorable grant dates. Apple was facing a US Securities and Exchange Commission (SEC) probe in connection with various alleged securities violations, including a failure to properly disclose option backdating. After concluding the internal investigation, Apple restated its yearly financial statements with the SEC, completing a three-month probe.


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