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	<title>Comments on: CEO Clawback Provisions in the Bailout?</title>
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	<link>http://www.ritholtz.com/blog/2008/09/ceo-clawback-provisions-in-the-bailout/</link>
	<description>Macro Perspective on the Capital Markets, Economy, Geopolitics, Technology, and Digital Media</description>
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		<title>By: jz</title>
		<link>http://www.ritholtz.com/blog/2008/09/ceo-clawback-provisions-in-the-bailout/comment-page-2/#comment-134690</link>
		<dc:creator>jz</dc:creator>
		<pubDate>Fri, 19 Dec 2008 02:52:53 +0000</pubDate>
		<guid isPermaLink="false">http://ritholtz.vs3.wilder.ca/blog/2008/09/ceo-clawback-provisions-in-the-bailout/#comment-134690</guid>
		<description>It’s funny how no one is blaming the government for this when in actuality, this mess is mostly their fault. If you claw your way up to CEO (and you do so not by being productive but with clever alliances and making sure everyone under you is incompetent or worse than you), you fill a Board of Directors full of people who have one very rare trait, thinking you are underpaid. 

Does anybody not know this? We as a society do not have the right to take back money from these crooks. Shareholders do. 

Every one of these BOD members who okayed these compensation packages should have their asses sued off for breach of duty. Every CEO and CFO who signed off on these bogus valuations, like Fuld did certifying a $25 book value weeks before Lehman went under, should be prosecuted for fraud. 

The issue to me isn’t the money as much as the lying and cheating. Why in the hell are these guys not doing perp walks or spending day and night in civil courts? 

Oh, and no more Delaware corporations where civil cases are decided by a bunch of judges who practically on the take from Corporate America. Delaware gets 25% of its state revenues from incorporation fees. How in the hell can these judges be objective? 

Can someone tell me why in the hell a bank that has all its branches in California be allowed to be incorporated in Delaware? 

And how about some enforcement of this clause of the Business Judgement Rule, “As part of their duty of care, directors have a duty not to waste corporate assets by overpaying for property or employment services.” Has there been one successful lawsuit against a BOD using this clause? From what I have seen, the BJR allows BOD to act like morons and courts not to question the actions a BOD has undertaken. 

And finally, we need a scorecard of judges who dismiss shareholder lawsuits on the basis of corporate motions. Shareholders, who have lost trillions in the market, should be not denied their day in court by a lazy or partisan judge. 

There is a big difference between suing to get your money back from someone committing fraud and suing to take someone else’s money. Shareholders suing corporations with fraudulent book keeping, greedy management, and unethical BODs are performing honorable acts. They need to be supported not ridiculed.</description>
		<content:encoded><![CDATA[<p>It’s funny how no one is blaming the government for this when in actuality, this mess is mostly their fault. If you claw your way up to CEO (and you do so not by being productive but with clever alliances and making sure everyone under you is incompetent or worse than you), you fill a Board of Directors full of people who have one very rare trait, thinking you are underpaid. </p>
<p>Does anybody not know this? We as a society do not have the right to take back money from these crooks. Shareholders do. </p>
<p>Every one of these BOD members who okayed these compensation packages should have their asses sued off for breach of duty. Every CEO and CFO who signed off on these bogus valuations, like Fuld did certifying a $25 book value weeks before Lehman went under, should be prosecuted for fraud. </p>
<p>The issue to me isn’t the money as much as the lying and cheating. Why in the hell are these guys not doing perp walks or spending day and night in civil courts? </p>
<p>Oh, and no more Delaware corporations where civil cases are decided by a bunch of judges who practically on the take from Corporate America. Delaware gets 25% of its state revenues from incorporation fees. How in the hell can these judges be objective? </p>
<p>Can someone tell me why in the hell a bank that has all its branches in California be allowed to be incorporated in Delaware? </p>
<p>And how about some enforcement of this clause of the Business Judgement Rule, “As part of their duty of care, directors have a duty not to waste corporate assets by overpaying for property or employment services.” Has there been one successful lawsuit against a BOD using this clause? From what I have seen, the BJR allows BOD to act like morons and courts not to question the actions a BOD has undertaken. </p>
<p>And finally, we need a scorecard of judges who dismiss shareholder lawsuits on the basis of corporate motions. Shareholders, who have lost trillions in the market, should be not denied their day in court by a lazy or partisan judge. </p>
<p>There is a big difference between suing to get your money back from someone committing fraud and suing to take someone else’s money. Shareholders suing corporations with fraudulent book keeping, greedy management, and unethical BODs are performing honorable acts. They need to be supported not ridiculed.</p>
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		<title>By: dwight baker</title>
		<link>http://www.ritholtz.com/blog/2008/09/ceo-clawback-provisions-in-the-bailout/comment-page-2/#comment-117508</link>
		<dc:creator>dwight baker</dc:creator>
		<pubDate>Mon, 06 Oct 2008 18:11:07 +0000</pubDate>
		<guid isPermaLink="false">http://ritholtz.vs3.wilder.ca/blog/2008/09/ceo-clawback-provisions-in-the-bailout/#comment-117508</guid>
		<description>WHO HAS REFUSED TO ACCEPT THE CLAIMS
THAT HAS NOW RESULTED IN THE BLAME
THAT ALLOWED AND APPLAUDED THE LAUD OF FRAUD
NONE OTHER THAN CONGRESS?
By Dwight Baker
Monday, October 06, 2008


The wheels of commerce and trade around the world today are screeching and grinding to a halt.  As WE THE PEOPLE of THE UNITED STATES OF AMERICA in the west are beset with an unjustifiable, baseless, moronic CONGRESS that has caved into the many failed and frocked with fraud BUSH BUNCH NEO-CON agendas.  And in doing that the RULE of LAW in our CONSTITUTION has been held in derision when hard decisions have come along and thus CONGRESS winked at the RULE OF LAW as having no more legitimacy.

Thus in simple terms THE RULE OF LAW as it stands now in America today is just the SEE-SAW YAW of law.  Hence our CONSTITUTION has no more strict substance that remains and ALL can be interpreted depending on the circumstances.  Therefore those in our CONGRESS most coming from the school of LAW seem to prevail and taking what they want from WE THE PEOPLE very open handily and characteristic of their profession composed and drafted in private cherty and secretively. Thus when making claims of deeds done for WE THE PEOPLE ALL seems very hazy and reveled guardedly.  The games that CONGRESS has been involved for the last several years is to deny the RULE OF LAW to which the oath they took to uphold.

Therefore the only good signal that WE THE PEOPLE can send around the world that things will change for the better in America is to demand that CONGRESS recall all that testified before CONGRESS in the frocked with fraud PAULSON and BUSH plan and after them taking oaths or if they do not agree to do so, recall the PAULSON and BUSH PLAN now as law then annul it.

Now who among us can push CONGRESS ALONG to do right not wrong for WE THE PEOPLE?  Who can deny that they do not love America as it has stood as a beckon of light for the world to emulate?  And who can deny that over the last forty years many vile, evil and loathsome ones have attempted to steal our rich heritage?  And who can refuse to acknowledge that those many efforts of beast like savagery has been done at the will and hands of our elected political officials and judges in our UNTIED STATES OF AMERICA?

WE THE PEOPLE urge our Professional MEDIA to expose the truth as never before with statements of the EXACT FACTS comprising the TRUTH then hold CONGRESS and others to their sworn duties of recalling the witness of the PAULSON and BUSH BAILOUT PLAN then proceed rapidly to annul it.   Because many that testified before CONGRESS committed fraud.





</description>
		<content:encoded><![CDATA[<p>WHO HAS REFUSED TO ACCEPT THE CLAIMS<br />
THAT HAS NOW RESULTED IN THE BLAME<br />
THAT ALLOWED AND APPLAUDED THE LAUD OF FRAUD<br />
NONE OTHER THAN CONGRESS?<br />
By Dwight Baker<br />
Monday, October 06, 2008</p>
<p>The wheels of commerce and trade around the world today are screeching and grinding to a halt.  As WE THE PEOPLE of THE UNITED STATES OF AMERICA in the west are beset with an unjustifiable, baseless, moronic CONGRESS that has caved into the many failed and frocked with fraud BUSH BUNCH NEO-CON agendas.  And in doing that the RULE of LAW in our CONSTITUTION has been held in derision when hard decisions have come along and thus CONGRESS winked at the RULE OF LAW as having no more legitimacy.</p>
<p>Thus in simple terms THE RULE OF LAW as it stands now in America today is just the SEE-SAW YAW of law.  Hence our CONSTITUTION has no more strict substance that remains and ALL can be interpreted depending on the circumstances.  Therefore those in our CONGRESS most coming from the school of LAW seem to prevail and taking what they want from WE THE PEOPLE very open handily and characteristic of their profession composed and drafted in private cherty and secretively. Thus when making claims of deeds done for WE THE PEOPLE ALL seems very hazy and reveled guardedly.  The games that CONGRESS has been involved for the last several years is to deny the RULE OF LAW to which the oath they took to uphold.</p>
<p>Therefore the only good signal that WE THE PEOPLE can send around the world that things will change for the better in America is to demand that CONGRESS recall all that testified before CONGRESS in the frocked with fraud PAULSON and BUSH plan and after them taking oaths or if they do not agree to do so, recall the PAULSON and BUSH PLAN now as law then annul it.</p>
<p>Now who among us can push CONGRESS ALONG to do right not wrong for WE THE PEOPLE?  Who can deny that they do not love America as it has stood as a beckon of light for the world to emulate?  And who can deny that over the last forty years many vile, evil and loathsome ones have attempted to steal our rich heritage?  And who can refuse to acknowledge that those many efforts of beast like savagery has been done at the will and hands of our elected political officials and judges in our UNTIED STATES OF AMERICA?</p>
<p>WE THE PEOPLE urge our Professional MEDIA to expose the truth as never before with statements of the EXACT FACTS comprising the TRUTH then hold CONGRESS and others to their sworn duties of recalling the witness of the PAULSON and BUSH BAILOUT PLAN then proceed rapidly to annul it.   Because many that testified before CONGRESS committed fraud.</p>
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		<title>By: DickeyFuller</title>
		<link>http://www.ritholtz.com/blog/2008/09/ceo-clawback-provisions-in-the-bailout/comment-page-2/#comment-110907</link>
		<dc:creator>DickeyFuller</dc:creator>
		<pubDate>Sat, 27 Sep 2008 19:04:34 +0000</pubDate>
		<guid isPermaLink="false">http://ritholtz.vs3.wilder.ca/blog/2008/09/ceo-clawback-provisions-in-the-bailout/#comment-110907</guid>
		<description>~

It&#039;s called &#039;fraudulent conveyance&#039; to move assets once the firm is in the &#039;zone of insolvency,&#039; e.g. liabilities exceed assets.

If any one of us mortals transferred assets prior to seeking protection in BK, our creditors are legally empowered to &#039;claw back.&#039;

Paulson and Bush are just putting us off with the statement that they have accepted provisions to cap compensation.

I&#039;m hearing that the bill says that up to $1 MILLION PER MONTH is OK.  The caps are just on the bonus calc.

I guess Bush and Paulson consider $12 million per year to be poverty-level.

The level of entitlement is just mind-boggling.

~
</description>
		<content:encoded><![CDATA[<p>~</p>
<p>It&#8217;s called &#8216;fraudulent conveyance&#8217; to move assets once the firm is in the &#8216;zone of insolvency,&#8217; e.g. liabilities exceed assets.</p>
<p>If any one of us mortals transferred assets prior to seeking protection in BK, our creditors are legally empowered to &#8216;claw back.&#8217;</p>
<p>Paulson and Bush are just putting us off with the statement that they have accepted provisions to cap compensation.</p>
<p>I&#8217;m hearing that the bill says that up to $1 MILLION PER MONTH is OK.  The caps are just on the bonus calc.</p>
<p>I guess Bush and Paulson consider $12 million per year to be poverty-level.</p>
<p>The level of entitlement is just mind-boggling.</p>
<p>~</p>
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		<title>By: Dan</title>
		<link>http://www.ritholtz.com/blog/2008/09/ceo-clawback-provisions-in-the-bailout/comment-page-2/#comment-110906</link>
		<dc:creator>Dan</dc:creator>
		<pubDate>Thu, 25 Sep 2008 07:19:36 +0000</pubDate>
		<guid isPermaLink="false">http://ritholtz.vs3.wilder.ca/blog/2008/09/ceo-clawback-provisions-in-the-bailout/#comment-110906</guid>
		<description>It&#039;s not just the execs.  They need to cap the bonuses of traders and various other MDs.
</description>
		<content:encoded><![CDATA[<p>It&#8217;s not just the execs.  They need to cap the bonuses of traders and various other MDs.</p>
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		<title>By: zed</title>
		<link>http://www.ritholtz.com/blog/2008/09/ceo-clawback-provisions-in-the-bailout/comment-page-2/#comment-110905</link>
		<dc:creator>zed</dc:creator>
		<pubDate>Wed, 24 Sep 2008 20:19:36 +0000</pubDate>
		<guid isPermaLink="false">http://ritholtz.vs3.wilder.ca/blog/2008/09/ceo-clawback-provisions-in-the-bailout/#comment-110905</guid>
		<description>When will the big NYC Law firms fall?. These are some of their bigger clients.
</description>
		<content:encoded><![CDATA[<p>When will the big NYC Law firms fall?. These are some of their bigger clients.</p>
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		<title>By: JustOne</title>
		<link>http://www.ritholtz.com/blog/2008/09/ceo-clawback-provisions-in-the-bailout/comment-page-2/#comment-110904</link>
		<dc:creator>JustOne</dc:creator>
		<pubDate>Wed, 24 Sep 2008 19:26:39 +0000</pubDate>
		<guid isPermaLink="false">http://ritholtz.vs3.wilder.ca/blog/2008/09/ceo-clawback-provisions-in-the-bailout/#comment-110904</guid>
		<description>I agree with Reno Dino.  If you are now or have been an employee at director or higher level within the last 5 years of any company that requires tax payer support due to this &quot;crisis,&quot;  any compensation above that of the average employee in the firm should be frozen and the assets returned to the company in exchange for an IOU from the company.  These &quot;loans&quot; would then be just one more creditor claim against the assets of the company when it is liquidated in bankruptcy.  And it should be a lower priority claim than that of a common stock holder that actually purchased stock in the company based on the fictitious &quot;value&quot; of the company expoused by these managers.  If the values were real, the loans would be good and the employees would loose very little.  If not ... well get in line.

Certainly this is no more draconian than the actions of federal marshals that would seize my home and bank accounts if I were to refuse to pay the taxes required to support a Government bailout.  Real payments based on real values ... no problem.  Based on overstated value ... unreal.
</description>
		<content:encoded><![CDATA[<p>I agree with Reno Dino.  If you are now or have been an employee at director or higher level within the last 5 years of any company that requires tax payer support due to this &#8220;crisis,&#8221;  any compensation above that of the average employee in the firm should be frozen and the assets returned to the company in exchange for an IOU from the company.  These &#8220;loans&#8221; would then be just one more creditor claim against the assets of the company when it is liquidated in bankruptcy.  And it should be a lower priority claim than that of a common stock holder that actually purchased stock in the company based on the fictitious &#8220;value&#8221; of the company expoused by these managers.  If the values were real, the loans would be good and the employees would loose very little.  If not &#8230; well get in line.</p>
<p>Certainly this is no more draconian than the actions of federal marshals that would seize my home and bank accounts if I were to refuse to pay the taxes required to support a Government bailout.  Real payments based on real values &#8230; no problem.  Based on overstated value &#8230; unreal.</p>
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		<title>By: popo</title>
		<link>http://www.ritholtz.com/blog/2008/09/ceo-clawback-provisions-in-the-bailout/comment-page-2/#comment-110903</link>
		<dc:creator>popo</dc:creator>
		<pubDate>Wed, 24 Sep 2008 18:17:58 +0000</pubDate>
		<guid isPermaLink="false">http://ritholtz.vs3.wilder.ca/blog/2008/09/ceo-clawback-provisions-in-the-bailout/#comment-110903</guid>
		<description>If the idea of reaching into the wallets of EVERY SINGLE AMERICAN isn&#039;t unconstitutional, then it&#039;s certainly okay to claw back every dollar these failed businesspeople have made over the past 5 years.

Running up a tab in the TRILLIONS should be a jailable offense.  Why are we feeling the slightest unease at fines?
</description>
		<content:encoded><![CDATA[<p>If the idea of reaching into the wallets of EVERY SINGLE AMERICAN isn&#8217;t unconstitutional, then it&#8217;s certainly okay to claw back every dollar these failed businesspeople have made over the past 5 years.</p>
<p>Running up a tab in the TRILLIONS should be a jailable offense.  Why are we feeling the slightest unease at fines?</p>
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		<title>By: Reno Dino</title>
		<link>http://www.ritholtz.com/blog/2008/09/ceo-clawback-provisions-in-the-bailout/comment-page-2/#comment-110902</link>
		<dc:creator>Reno Dino</dc:creator>
		<pubDate>Wed, 24 Sep 2008 18:13:29 +0000</pubDate>
		<guid isPermaLink="false">http://ritholtz.vs3.wilder.ca/blog/2008/09/ceo-clawback-provisions-in-the-bailout/#comment-110902</guid>
		<description>A list of Maria Bartiromo&#039;s best friends.  I bet they give great parties in the Hamptons. Such a cozy little club. Now they want another trickle down solution to the mess they made.  Give them more money and they will disperse it after taking their cut.  After all they know best. They&#039;re rich aren&#039;t they? That&#039;s the crowning achievement in America by which everything else is measured, isn&#039;t it? My most cherished TV moment is when Maria licked her ample lips and said, &quot;Sovereign Wealth Funds Are Sexy.&quot;  Yummy.
</description>
		<content:encoded><![CDATA[<p>A list of Maria Bartiromo&#8217;s best friends.  I bet they give great parties in the Hamptons. Such a cozy little club. Now they want another trickle down solution to the mess they made.  Give them more money and they will disperse it after taking their cut.  After all they know best. They&#8217;re rich aren&#8217;t they? That&#8217;s the crowning achievement in America by which everything else is measured, isn&#8217;t it? My most cherished TV moment is when Maria licked her ample lips and said, &#8220;Sovereign Wealth Funds Are Sexy.&#8221;  Yummy.</p>
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		<title>By: The Logician</title>
		<link>http://www.ritholtz.com/blog/2008/09/ceo-clawback-provisions-in-the-bailout/comment-page-2/#comment-110901</link>
		<dc:creator>The Logician</dc:creator>
		<pubDate>Wed, 24 Sep 2008 17:03:40 +0000</pubDate>
		<guid isPermaLink="false">http://ritholtz.vs3.wilder.ca/blog/2008/09/ceo-clawback-provisions-in-the-bailout/#comment-110901</guid>
		<description>It is telling that the New York Times, the hometown rag of the financial industry, would refrain from publishing a list of the people people, by name, with the amount of loot they took.

While I do agree that the amounts paid to these people, when taken together, are a spit in the ocean compared to the amount of the bailout, I also think that&#039;s the wrong way to look at the issue.

The men (and yes, they were all men) who looted these companies are criminals, plain and simple. Unfortunately, in most cases there probably won&#039;t be a damn thing anyone can do to get the money back. The constitution prohibits the passage of ex post facto laws, and bills of attainder.

We might be lucky and have some of the investigations of the various companies yield prosecutable offenses, but it&#039;s a rare CEO who leaves his own fingerprints at the scene of the crime so no one should get their hopes up too high.

Of course, as it concerns the future, I great deal can be done. Congress should start by declaring any cash compensation more than $1 million a year, including benefits, to be non-deductible as a business expense.

A new income tax bracket for incomes over $1 million should make such salaries less pleasant to receive, and full FICA taxes should be imposed as well, both on the corporation and on the individual.

As for stock compensation, the S.E.C. should impose much tougher rules on the granting of options to upper management, and Congress should very heavily tax large awards. Hit them where it counts.

These things should be done regardless of what happens with the bailout.

As for the bailout itself, I think Congress should think outside the box here. The Republican administration has proposed a $700 billion economic stimulus package. I agree! Now, do we really need to spend it on some financial companies in New York? I&#039;m not quite so sure I agree with that!
</description>
		<content:encoded><![CDATA[<p>It is telling that the New York Times, the hometown rag of the financial industry, would refrain from publishing a list of the people people, by name, with the amount of loot they took.</p>
<p>While I do agree that the amounts paid to these people, when taken together, are a spit in the ocean compared to the amount of the bailout, I also think that&#8217;s the wrong way to look at the issue.</p>
<p>The men (and yes, they were all men) who looted these companies are criminals, plain and simple. Unfortunately, in most cases there probably won&#8217;t be a damn thing anyone can do to get the money back. The constitution prohibits the passage of ex post facto laws, and bills of attainder.</p>
<p>We might be lucky and have some of the investigations of the various companies yield prosecutable offenses, but it&#8217;s a rare CEO who leaves his own fingerprints at the scene of the crime so no one should get their hopes up too high.</p>
<p>Of course, as it concerns the future, I great deal can be done. Congress should start by declaring any cash compensation more than $1 million a year, including benefits, to be non-deductible as a business expense.</p>
<p>A new income tax bracket for incomes over $1 million should make such salaries less pleasant to receive, and full FICA taxes should be imposed as well, both on the corporation and on the individual.</p>
<p>As for stock compensation, the S.E.C. should impose much tougher rules on the granting of options to upper management, and Congress should very heavily tax large awards. Hit them where it counts.</p>
<p>These things should be done regardless of what happens with the bailout.</p>
<p>As for the bailout itself, I think Congress should think outside the box here. The Republican administration has proposed a $700 billion economic stimulus package. I agree! Now, do we really need to spend it on some financial companies in New York? I&#8217;m not quite so sure I agree with that!</p>
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		<title>By: Ritchie</title>
		<link>http://www.ritholtz.com/blog/2008/09/ceo-clawback-provisions-in-the-bailout/comment-page-2/#comment-110900</link>
		<dc:creator>Ritchie</dc:creator>
		<pubDate>Wed, 24 Sep 2008 16:48:14 +0000</pubDate>
		<guid isPermaLink="false">http://ritholtz.vs3.wilder.ca/blog/2008/09/ceo-clawback-provisions-in-the-bailout/#comment-110900</guid>
		<description>Jon H: &quot;Matthews who has even lower ratings gets a reported $1.8 million&quot;

In the last day or two I read that he earns about $5 million a year.

Does he have a second job?

</description>
		<content:encoded><![CDATA[<p>Jon H: &#8220;Matthews who has even lower ratings gets a reported $1.8 million&#8221;</p>
<p>In the last day or two I read that he earns about $5 million a year.</p>
<p>Does he have a second job?</p>
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