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The Almighty Buck

Shake-up At SonicBlue 228

InfoMinister writes "Good story at SiliconValley.com. The lead tells the tale: "In a boardroom drama rivaling its courtroom battle with Hollywood, SonicBlue's chairman and chief executive, Kenneth Potashner, was ousted Thursday after he demanded board members repay more than a half million dollars in loans they gave themselves to buy stock in an affiliated company.""
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Shake-up At SonicBlue

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  • Sad that they can excerciset that much control over their own questionable activities.

    It's like Congress.

  • Any board that would do that in this climate after events at Tyco is whacked.
    • No (Score:2, Interesting)

      by crow ( 16139 )
      You can't short stocks that are trading below $5/share. SBLU is trading at 0.40/share now (down 9% for the day).

      [All quotes delayed by however long it takes from when I checked them to when you read my post.]

      Hence, if I'm ever in charge of a profitable company, I'll keep doing stock splits to keep the share price in that range. [Well, there may be an exception if the market cap is over a certain level.]
      • Re:No (Score:3, Informative)

        by Jeffrey Baker ( 6191 )
        WTF are you talking about? This is misinformation, moderated up as informative. You can short whatever stock you want, as long as a shareholder is willing to loan it to you. Perhaps your broker limits you based on your limited investment experience, but there is no limit built-in to the (US) stock markets, below which you cannot sell something short.
  • Because enron can steal billions... and laugh at a gov't inquiry.
    • I doubt SonicBlue have given huge amounts of money and loaned their corporate jets to the President and Vice-President of the United States, so it seems unlikely that ivestigative bodies will have any incentive to drag the chain on them.
  • Here we see the incentives and punishment versus the morality of the corporate boardroom. On the one hand, he is a national hero for standing up for morality, on the other he is going against the personal incentives that drive capitalism in the first place.
    • Therefore I think you make a pretty good case against the mertis of capitalism as a whole.

      When standing up to the very principles of capitalism is a good thing, doesn't that mean that the principles of capitalism are inherently evil.

      Don't get me wrong.. you can have good and moral people exercising captialism in a good way, but the principles of capitalism itself are inherently selfish and corrupt..

      If you'll pardon the cliche.. Capitalism is a little bit like the ring of Sauron.. gives you great power but corrupts.

      • Actually, capitalism is designed to put the inherent greed and selfishness of humans (i.e., the survival instinct) to work for society, and it does a pretty good job of it. Certainly better than non-capitalist systems, such as command economies.
      • Every economic principle has selfish and corrupt aspects. Communism: the central planners must rule with an iron fist to make everyone conform. Socialism: government officials seem to benefit while the middle class runs in place.

        This quote sums it up nicely:

        "The inherent vice of capitalism is the unequal sharing of blessings; the inherent virtue of socialism is the equal sharing of miseries." - Winston Churchill

      • IMHO you need to simply realize that there is no such thing as a Capitalist. Capitalism is based on allowing greed as a personal motivator. It's closely tied to the Free Market, which says that informed consumers make informed choices and vote with their Capital.

        You can always make more money, and therefore give better vent to your greed, at least in the short and medium terms, by destroying the Free Market. That's been What Business Is All About, especially (most recently, this is an age-old cycle) since the 80's and Microsoft. Attain a monopoly and you can print cash. I suspect most people believe in Capitalism as long as it offers them a chance to move up. Once they're there, thoughts of Capitalism as a principle wane, and they're ready to pull up the ladder.

        Karl Marx criticized Capitalism, saying that it would end in a few mega-corporate monopolies controlling everything. He's right, unless external stabilizing forces are present. For instance, antitrust laws, accounting standards, SLAPP laws, and the like. He's also wrong, in that he effectively substituted one Government for several mega-corporations.

        Say it again. Capitalism and the Free Market need external maintenance, or else their most successful participants will act to destroy them.
      • Re:bushy promotion (Score:3, Insightful)

        by jafac ( 1449 )
        capitalism is fine and dandy as long as people don't abuse the system.

        I guess you can say the same about dictatorships as well.
    • If the "incentive" is detrimental to the company, the justification for these actions is ethically questionable. Instead of attempting to improve their wealth by improving their company, they may have put the jobs, lives and families of the employees at risk. Sure, the .5M$ may not break the bank, but for everyone but Microsoft and the government (it seems), it's money that could have been invested, put into R&D, planning, staff, production, etc.

      --
      Emotional Attachment Failure In Progress. Do you care?

      • If the "incentive" is detrimental to the company, the justification for these actions is ethically questionable.

        Exactly. All any shareholder needs to ask is "is SonicBlue a bank? When did we get into the loan business, and why are we handing out loans that don't have to be repaid?" It looks like outright theft from the rest of the shareholders, with the "non-recourse" part thrown in.

    • I think a company like WorldCom would be happy to snatch him up and pay him whatever he wants to be their "reform mascott".
    • going against the personal incentives that drive capitalism in the first place

      Stealing from shareholders is the personal incentive that drives capitalism? NO WONDER our 401Ks are gone!
  • I mean, yeah, having the company ask for repayment of loans is fine and such, but it isn't a "legal" nessessity... meaning... who cares?

    Is there something I'm missing or something?
    • by zangdesign ( 462534 ) on Friday August 09, 2002 @12:47PM (#4040133) Journal
      In the case of Sonic Blue, apparently repayment is not a legal necessity. The board voted that they would not be held personally liable for failure to repay the loans, which means that the company is left holding the bag if anyone defaults.

      If I was working at Sonic Blue right now, I wouldn't be by the end of the day. An action like this means that the board of directors can rape the company cashpile and not have to do a thing to replace it. It's legalized theft.

      For whatever criticism the CEO may have endured in the past, right or wrong, he was definitely right to call in those loans and when they fired him, he was definitely right to call "shenanigans" and inform the press.
      • I wonder if the stockholders can say something about this though. Could the stockholders join together and say 'no, we won't let your directors absolve yourself of your debits. we're the majority here, not you.'? I don't know exactly how all this crap works but I would think the stockholders as a whole would have more power than the directors and would have the ability to overrule the board's decision.
    • I mean, yeah, having the company ask for repayment of loans is fine and such, but it isn't a "legal" nessessity... meaning... who cares?

      I know it's a bit to ask people to READ the actual article before they say they don't understand what's going on. The article states:

      said the board members voted last December to make their loans ``non-recourse,'' an accounting term that meant the directors would not be personally liable if they failed to pay.

      That's the entire point of the article, the directors voted themselves not financially responsible if they fail to pay back the loans.

  • Children (Score:3, Insightful)

    by CrndrTaco on ( 598635 ) on Friday August 09, 2002 @12:41PM (#4040083)
    I hate to point this out to the ten mature adults who are in chage of SonicBlue but this market environment is really not a good time to be having public popularity contests and fights over control of the company. Investor confidence is at an all time low and people will tank your stock and your market cap and avaelable funding base if you pull stunts like this. Dont you tyhink they could keep this figt under wraps?

    • Why would they not repay what appears to be a relatively small amount of money and risk the public scandle? If this news was to weaken their stock chances are the board member will lose far more that what they took as a loan.

      Maybe, just maybe they know something about their stock we don't. Like it's going to be worthless before August 14th and they are going to lose tons on their stock anyway.
  • by Maditude ( 473526 ) on Friday August 09, 2002 @12:42PM (#4040085)
    Potashner, who also received a $261,232 loan in December 1999 to purchase RioPort stock, said the board members voted last December to make their loans ``non-recourse,'' an accounting term that meant the directors would not be personally liable if they failed to pay.

    How do I get one of these loans? Sounds an awful lot like free money...
    • Re: Free money... (Score:5, Insightful)

      by anactofgod ( 68756 ) on Friday August 09, 2002 @01:09PM (#4040308)
      Precisely. This isn't capitalism, not by any definition I know. This is just corruption. This is yet another case of officers of company leveraging their authority to use corporate assets to subsidize their personal greed.

      A corporate board voted to give themselves a no-recourse loan from corporate coffers to purchase stock. Explain to me how this was ever in the company's interest? Wasn't there a better use of the funds more in tuned to the *corporation's* interests? And where were the checks-and-balances to prevent this sort of crony-ism?

      This sort of thing was common place in during the freewheeling days of the Internet bubble, when everyone expected a big payoff for little work. We (i.e., our economy) is going to be paying for those decisions for a long time to come.

      And it is precisely this scenario (and Enron, MCIWorldcom, etc.) that I'm going to use as a counter-point to my laizze-faire free-market friends who claim that government has no business in then business of business. When corporate officers can't be trusted to act in the long-term best interests of their company over their own short-term self-interest, how can we reasonably expect them to make decisions that are in the best interest of society at large?

      Any supposed free-market capitalist who is not opposed to these practices is actually merely a supporter of the aggregation off personal wealth, not competitive business.

      ...anactofgod...

    • If you read the next sentence in the report, you'd see that Potashner's loan was *not* "non-recourse", and in fact he was (is) personally liable for it. The board members certainly were looting the company, though.

      rant on...
  • No surprise (Score:4, Insightful)

    by Jthon ( 595383 ) on Friday August 09, 2002 @12:43PM (#4040100)
    I hate to say it but with all the news I have seen lately about large corporations this is not a big surprise. When someone tries to reform their company so it does not look as bad as the rest they get stomped on by those who benefit. Companies shouldn't give out loans to board members, thats what banks are for. If someone can't get a loan from a bank why would it be a good idea to give them that loan instead? The only reason these people have for taking the loan from the company is that they hope they can get away without repaying it or get little or no interest on the loan. This cannot be good for the company and it just shows that all the board members care about is their personal wealth and not the interests of the shareholders. Shareholders must unite and let the boards know they will not tolerate these practices.
  • by Moridineas ( 213502 ) on Friday August 09, 2002 @12:44PM (#4040104) Journal

    Greg Ballard was former CEO of 3dfx before it crashed. 3dfx is a terrible story of mismanagment of manager abuse. As a company, 3dfx existed to make money for it's managers, and for no one else--and Mr Ballard was at the helm then for 3dfx, and now for SonicBlue. Do the words Golden Parachute mean anythign to you Mr Ballard? If anyone is investing in SonicBlue, I'd pull out...
    • by the way, what're you ( 591901 ) on Friday August 09, 2002 @12:52PM (#4040173)
      But if I pull out, I'll get SonicBlueBalls!
    • Companys exist to make money for their shareholders AND FOR NO OTHER REASON. Companies that do NOT behave in the best interests of making money for their shareholders, are liable to get sued by the shareholders.

      Even a company that's 51% owned by one person, can get a 'minority shareholder' suit if that one person makes the company do something that benefits him more that the other shareholders.

      That's the problem with trusting stuff to a corp, and why you can't ever expect a corporation to ever do anything 'nice' (unless it can get a tax break or better sales out of it). There are good places to work, and bad places to work, but in the end, if you want an organization that's motivated by something other than money, go start a not-for-profit. Duh.
      • That's the problem with trusting stuff to a corp, and why you can't ever expect a corporation to ever do anything 'nice' (unless it can get a tax break or better sales out of it). There are good places to work, and bad places to work, but in the end, if you want an organization that's motivated by something other than money, go start a not-for-profit. Duh.

        Or help to get our culture's myopic head out of its collective ass and structure our economic, political, and social systems so that greed is not the sole motivator, and stockholders not the sole beneficiaries.

        Ayn Rand and her libertarian acolytes have promoted capitalism and greed as a great panacea that can (and should) address all of a societies issues, and that is simply untrue. Indeed, history is repleat with examples of just how misguided that entire Capitalism As World Order notion really is. The last two decades aren't the first time its been tried, and this isn't the first time its fallen apart.

        As we all know (from 19th century history if nothing else), but some idealogues will nevertheless remain in denial about, a free market with no regulation quickly devolves into a monopoly market, which ultimately is no market at all.

        We have some limited, and ultimately insufficient, regulation in place to prevent this sort of thing (anti-trust regulations), but one thing no one seems willing to consider is how to restructure rules for incorporation, regulations of business practices and accounting procedures, and social law as a whole such that the motivation of greed can be supplimented with other motivations that are more conducive to creating a world fit for humans to inhabit. Examples of where and why this is necessary abound (Monsanto's poisoning of a small southern town in the United States in the 1990s is one example, Love Canal and other environmental abuses are another, all of the economic scandals of the 1980s, and now the naughties, are another example, and more abound).

        No one would be foolish enough to try and build an edifice with just a saw and no other tools, why are we surprised when we try and build a society with just one tool, capitalism/greed, and the resulting structure trembles and threatens to fall apart after a scant two decades?[1]

        [1]Prior to Reaganomics there was the notion of a plurality of balanced forces that included economics, government regulation, and even redistribution of wealth as needed to keep a society running smoothly. Indeed, the latter, most derided notion prevented a revolution during the great depression and built sufficient faith in the social and political order of the country to ride out the cold war and sustain a half a century of growth. It is only since Reagan that this notion of Capitalism Above All Else, including Above our Democratic institutions themselves, has gained such widespread, and misguided, support, and now we are beginning to reap the consiquences of that notion and the weakend regulation and oversight inherent in it.
        • It is only since Reagan that this notion of Capitalism Above All Else, including Above our Democratic institutions themselves, has gained such widespread, and misguided, support, and now we are beginning to reap the consiquences of that notion and the weakend regulation and oversight inherent in it.

          I'd point the finger at an event that precedes Reagan's administration by a couple of years: the 1978 Supreme Court decision that defined corporate contributions to political campaigns as "free speech" that could not be restricted. This decision gave the corporations, particularly Big Media and Big Oil, free reign to buy the 1980 Presidential election wholesale. And the five subsequent Presidential elections, of course.



        • I find it funny that those who would make us all slaves to the state in this communist anti-capitalist ideal, are constantly using examples of fraud as the reason to do implement their fraud.

          Enron, Global Crossing, et al. broke the law. That doesn't justify making us all slaves to the state, as you advocate. (For that is the ONLY alternative to capitalism. slaves to the state, slaves to a dictator, or slaves to some tyrannical government.)

          If you'd actually read of Ayn Rand, you'd know she predicted this. Ever heard of Anaconda Copper? She's already disproven the argument you make... but we both know your audience of hate mongers is going to just shout "yeah! eat the rich!" while they toodle around in SUVs and vote for higher cigarette taxes and the elimination of human rights.

          Furthermore, if you ever get your way and eliminate freedom, you will have an armed uprising on your hands, and will, of course loose becuase those you count on for defense (drafted against their will, of course) will not be very motivated.

          GREED is a natural force. The only motivation in nature for any organism is survival and to thrive.
          Greed, for lack of a better word, is good. Greed works. IT clarifies the mind, and focuses the spririt.

          This idea that greed = fraud is the lie propagated by those who want to eliminate human rights. FRAUD = FRAUD.

          There's no shame in being human and exercising human rights-- and there's nothing inherently unethical about it.

          You might as well be complaining that birds are out there eating worms rather than cooperating on farming.

          Shame on you.


          • While we're at it, its worth pointing out that the creator of these frauds is more often than not the government.

            Enron profited from the California energy crisis because the government of California CREATED the crisis-- by not allowing Electricity sellers to also create the electricity-- forcing them to buy it on the market, and at a disadvantage.

            And lying hipocrites such as yourself call that "deregulation". The hell it is. Preventing someone from making what they are required (By law again!) to sell, is not deregulation-- its absurd regulation.

            Talk about double speak. Wake up.

  • geez (Score:4, Insightful)

    by jormurgandr ( 128408 ) on Friday August 09, 2002 @12:44PM (#4040106)
    The illegeal activites going on in this country are getting out of control. I don't mean to single out the US, but this is where I live and work, and this is supposed to be a great country. Instead, all I hear of are large companies that are literally ruining its loyal employees. I was taught in school that america was founded on the principal that if we all work together, we can all be happy, productive, and (hopefully), somewhat wealthy. Instead, the top 1% are really screwing the rest of us with illegeal activities, fraud, lies and cheating. It really makes me sick.
    • Re:geez (Score:4, Insightful)

      by Grishnakh ( 216268 ) on Friday August 09, 2002 @01:07PM (#4040281)
      I was taught in school that the US has a long history, at least since the Civil War, of the top 1% screwing the rest of us. Look at the big monopoly giants of the late 1800's and early 1900's, and how mistreated workers have been throughout the Industrial Revolution.

      The principles that America was founded on over 200 years ago are long gone.
      • You've got the situation backwards. 200 years ago business had much more influence over the lives of their employees than they do now, primarily through social mores and constraints. And government had much much less influence because it was small and not trusted.

        I don't fear my employer, but I do fear my government. I don't fear that top 1% because they have no power over me, but I do fear my senator. I don't fear people who make more money than I, but I do fear the people who write the laws, control the cops and own the armies.
        • by jafac ( 1449 )
          I don't fear my employer, but I do fear my government. I don't fear that top 1% because they have no power over me, but I do fear my senator. I don't fear people who make more money than I, but I do fear the people who write the laws, control the cops and own the armies.

          The problem is, the top 1% don't fear your senator, the people who make more money than you do not fear the people who write the laws, control the cops and own the armies.
    • None of this was illegal- that's the problem.

      They vote to give themselves a lone.

      Then they vote to let themselves not pay back the loan.

      And that is an acceptable practice.

      How long do people operate in an environment like that before they lose the ability to make right choices?

      Power corrupts...

      .
      • Re:No Illegalities (Score:3, Insightful)

        by bluGill ( 862 )

        Only because the shareholders allow it, and guess who the share holders are: you and me. Do you vote your proxies? Most /. readers (at least in the US) own stock in some form, often in their 401k funds. Make sure you vote. In most of the proxies I've recived, from both funds and stocks I've found something that when I read closely was an attempt by management to screw me over. However because it was management, they recomended I vote for it, and many sheep just up and did that. It is amazing how few things that management requests gets voted down. Please, I know there are many share holders reading this, so make sure you vote. Your vote isn't much, but it counts.

        • I see what you are saying and agree.

          But- just to correct your statement a little. I do not allow this because I don't own stock. I've fealt vindicated lately. I invest in places that don't always have quite the same return but are consistent and steady (my home, savings bonds, etc.)

          I don't work for a publicly traded company either.

          So I'm not disagreeing w/your ideas just pointing out that unless there's a mouse in your pocket its not "you and me"- just you and them.

          .
  • by mosch ( 204 ) on Friday August 09, 2002 @12:45PM (#4040118) Homepage
    The obvious first reaction to this is that his firing was unethical and incredibly sleazy, but is that really true?

    The loans given to the board members were completely legal and were not hidden in the financial statements. Some investors came to the CEO and asked about them.

    He then requested that the three board members, who had taken out legal loans, repay them immediately (instead of at their due date, of June 2003) or to resign.

    Now which of these actions is worse, really? Allowing somebody to take out a loan, then demanding they either accept a major change in the terms of the loan or they resign. Or to oust the guy who just renegged on a perfectly legal deal that he had previously agreed to.

    I hate boardroom shenanigans as much as the next guy, but there's no story here.

    • You forgot the part where the board members voted to not have to pay back the loans... Thats the story.
  • How long before we see some network make a reality TV show about the corporate boardroom?

    Probably not because, in effect, it's already on the air.
    • Because Reality TV is anything but real.

      It's the reality of people who are knowingly being followed by a camera.

      Now a hidden camera show of a corporate boardroom would be an entirely different story, too bad it would be illegal to tape and even more illegal to air.
  • Whew (Score:4, Informative)

    by Orne ( 144925 ) on Friday August 09, 2002 @12:49PM (#4040152) Homepage
    It's a good thing this sort of illicit loaning only goes on in the corporate world... Wait a sec, you mean it happens in government [facts.com] too?
  • by longduckdong ( 579308 ) on Friday August 09, 2002 @12:50PM (#4040160) Homepage
    Wanted: Someone to fill empty board seat at highly motivated company

    Qualification:The perfect candidate will have no moral values what-so-ever. He (and I suppose she if one actually applies) will not have an honest bone in his (or her) body. Must be willing to disappear when the government catches wind of what we're up to. Candidate should think they are above the law.

    Note: Former Enron executives a plus.

  • Three Simple Ways to get outta debt...

    1.) Write a check to yourself ...
    2.) Deposit the check ...
    3.) Repeat until rich ...

    HUH?? Since when can you just give yourself money??? or since when can a company buy itself??? And this is actually holding up in court?

    Basically I'm seeing what I would like to NOT call a trend. Where company execs are becoming increasingly more and more greedy, to the point that the economony is taking a huge hit right now. Wouldn't it be ironic if something like this was happening at Microsoft??

  • by Anonymous Coward on Friday August 09, 2002 @12:58PM (#4040220)
    Ken isn't an angel. He has caused a lot of problems for S3/SONICblue due to his management style.

    I suspect this row was caused by the new law that makes him (and other executives) criminally liable for fraud and errors on financials. Without that he wouldn't have cared.

    NOTE: I am biased. For a decade I worked for a company that became part of SONICblue and still own a lot of now worthless stock. I have several friends who are still there, all are worried about their jobs. The only reason the company is still alive is the large amount of UMC stock they own from a very old investment. Whenever the cash reserves get low they sell UMC shares. At one point they had almost a billion dollars in UMC, between sales and the market slide it's around a tenth of that.
    • I suspect this row was caused by the new law that makes him (and other executives) criminally liable for fraud and errors on financials. Without that he wouldn't have cared.


      Good. Then the law is doing what it was supposed to. I don't give a damn whether or not he's an angel. If he's too scared of the law to play along with accounting games, then we've taken a step in the right direction.

  • IANAL, so I won't bother saying legal BS. I don't need a law degree to see loans to execs and board members is plain old wrong. We have banks people. Banks follow strict laws, which reduces the amount of fraud and other bs. Why in the world is it legal to give loans to execs and board members of the company. If the bank doesn't feel the loan is good, then why in the world should a coporation loan money. If enron, worldcom and sonicblue want to be banks, then be a bank.

    Anyone see a huge problem in the legal system that allows any corporation to pretend it's a bank, without having to follow the same rules as banks? I think the law Bush recently signed should have barred loans to all execs and board members. No if, and, but about it.

  • If the board members don't have the personal resources to repay such small loans, what the heck are they doing on the board of a going concern? And why did they vote to remove their personal liability if they do fail to repay on schedule? These people should be worth how many millions each? The whole success of SonicBlue depends on being seen as the good guys standing up to sleazy industries. Repaying those ethically questionable loans was correctly brought to the center of the agenda. As a shareholder I demand the immediate resignation of the board.
  • It's in great peril now.

    The CEO was the one driving their fights against the media companies. He was winning. What happens when we lose that knight? Who will take up the charge?

    This is a very bad day for digital rights.
  • by solman ( 121604 ) on Friday August 09, 2002 @01:13PM (#4040341)
    The company lends you $X to purchase stock. The money usually doesn't even pass through your hands, you just get the stock. The loan is secured by the stock, just like a home mortgage is secured by the home.

    Here's the catch: If the value of the stock is less than the principal of the loan, the company has no recourse, it simply looses the money. In contrast, on a home mortgage if the value of the house doesn't cover the principal, the bank can (and will) go after you personally.

    If effect, a non-recourse loan is an option to purchase stock. Turning a loan into a non-recourse loan is a discrete (but substantial) form of compensation if the stock's price has gone down since the original loan.
  • From the article:

    >>Ballard said the board took the allegations seriously and hired an independent law firm to investigate

    Dewey, Screwem and Howe perhaps? Or maybe Arthur Anderson.
  • Is it a loan or not? (Score:2, Interesting)

    by CHK6 ( 583097 )
    If the board members use the loans for personal gain, but don't have to pay it back, then is it really a loan? Sounds more like a bonus loop hole to me. Roman wasn't built in a day, but it sure fell pretty quick.
  • Devil's advocate (Score:3, Interesting)

    by swanky ( 23477 ) on Friday August 09, 2002 @01:17PM (#4040374) Homepage
    Just makes me wonder if Kenneth Potashner started making this incident public because he didn't get the "non-recourse" loan as well?

    It's a little too cynic, but it's a possibility.

    Either he's a moral person standing up for the shareholders--or he's a sour loser who's upset since he didn't get the good end of the deal that his Board Directors got.

    I hope he's the former.
    • Just makes me wonder if Kenneth Potashner started making this incident public because he didn't get the "non-recourse" loan as well?
      It seems more likely that Potashner was doing a shitty job and that he wanted to exit on a moral high horse because his executive legacy was shot.
  • Such loans are a common practice; in general, it only ever becomes an issue if the company is having financial problems, big political bor there is a blow-up.

    The most common way this plays out in the "financial problems" scenario is that a startup gets funding, spends down to some threshold, and the board members, who are largely appointed by the VC firms, bail the remainder of the money out of the company into some other position as a hedge against the impending failure of the original company. It's basically a form of VC "buyer's remorse".

    The people on the board or in executive positions that permit them to attend board meetings (varies by bylaws, but usually CEO, president, and wherever the founders have landed) who want the money to stay with the company end up fighting it out with the people who want to bail it out of what they see as a losing proposition.

    Things tend to get nasty like this when you end up with board members on opposite sides of the bet on whether the company is going to sink or swim.

    The article didn't make it clear to me whether these were non-recourse loans on behalf of the board members personally, or whether they were non-recourse loans on behalf of the interestes that were represented by the board members. If the latter, then this was just insurance by the funcding partners against sinking with the rest of the enterprise.

    Most often, these type of loans are "forgiven" at a later date, as a means of permitting the taking compensation at a deferred tax rate (if it's a loan, particularly on a big house, then the interest is personally or business deductible, so you get a tax benefit, they get a tax benefit, and the tax is deferred until the "forgiveness" comes through).

    It may be (and this would be a serious motivation for the fireworks to happen as they have happened) is that the board was refusing to "forgive" a loan to the CEO, which was secured somehow.

    In any case, nothing illegal has happened, so it's probably nothing more than a lot of mud-slinging, using the current climate in the investment community as leverage to get handfuls of "the really *good* mud".

    -- Terry
    • In any case, nothing illegal has happened, so it's probably nothing more than a lot of mud-slinging, using the current climate in the investment community as leverage to get handfuls of "the really *good* mud".

      Midslinging or not, the dirt is real, and the practice is corrupt (and undermines the viability of the company in question) whether or not it is VCs trying to do an end run around the intent of the law to pull some of their investment out of the company after the fact, or (as seems just as likely) its a little petty pilfering by the board of directors of the company kitty.

      Voting to give oneself unsecured loans, voting to "forgive" oneself one's loan, or what have you is deceptive and amounts to legalized, institutional theft from the company and its stock holders (if any). Arguing that its just a clever dodge to avoid taxes otherwise owed for compensation, that the rest of us not privy to the board, and such insider perks, would end up paying certainly doesn't elevate the act any, no matter how much distate one might have for taxes.

      In short, it is sleazy in any context. The fact that it is as common as you imply, and for as many varied "legitimate" reasons as you imply, makes me doubly glad to be invested in real estate and not in the stock market.
      • Apparently, you missed the part where I noted that it was unclear as to whether or not these were personal loans, or corporate loans for the purchase of alternate stock.

        Personal loans are a tax dodge to get around compensation issues by turning a tax liability into a deferred liability with a short term asset.

        This type of thing wouldn't be necessary, if there were no capital gains tax. As it is, between state and fed, 55% of all capital gains ends up in the government's pocket, otherwise, instead of funding new business, paying people's salaries, creating jobs, etc..

        More likely, it was corporate, with the investors bailing out of a bad investments.

        Yeah, it undermines the business in question, but it protects the money from some idiot who thinks there's such a thing as "page views" and "selling eyeballs".

        It's the fiduciary responsibility to directors to protect the money of the investors they represent, and sometimes, this means taking it out of a bad investment, and putting it some place else.

        Yeah, businesses fail over this. Euthanasia is better than the alternative. If you are looking for compassionate spending of millions of dollars to prop up a failed business model, you are dreaming.

        -- Terry
        • It's the fiduciary responsibility to directors to protect the money of the investors they represent, and sometimes, this means taking it out of a bad investment, and putting it some place else.

          Umm... like their own bank accounts? All else aside, a forgiven loan is essentially a handout. So the board voted themselves handouts. Now, even if they're VC people who put money into it, it's still sleazy, because they're ripping off all the OTHER investors as well. Just because it's money "propping up a failed buisness model" doesn't make it okay - there's a process for companies that fail. In theory, ALL the investors share in the shafting then. In this case, it's people setting themselves up with golden parachutes, which are unethical and scummy under ANY circumstances.

          • Prove to me they were personal, not corporate loans.

            In other words, that the money was going into the director's pockets, instead of the pockets of the organization whose interests the directors were there to defend in the first place. This *really* is not different than a stock grant with private placement. It's better, because it doesn't dilute the shares that are the founders and the employee ISOs, like it would if it were a true private placement.

            Realize... there *ARE* no other investors, than the people who put up the money. You can talk about "sweat equity", but it's not worth very much in the long run, unless there's a big upside because there are different classes of stock. Investors have preferred liquidation, and early investors have ratchet antidilution. If they didn't get these things, they would not invest, and there's be no company and no ISOs for the employees in the first place.

            If it *was* into the directors pockets... it's no more a handout than a salary is a handout, if it was intended as tax deferred compensation represented as a loan (which is what personal loans mostly are).

            Yeah, it's possible to rape a company this way, but it generally doesn't happen, because if it's for stock, the stock ends up being collateralized. The company only suffers if their stock loses value. There are laws against raping a company this way; it's called "embezzleing", so they tend to keep it as legal and above board as possible (particularly directors, who are legally culpable, and subject to shareholder lawsuits).

            It's my understanding of the article that it was a loan for stock in another company. If so, it's clearly a case of bailing money out as a form of risk mitigation.

            Note that the capital gains taxes in the U.S. have made it common practice for companies to sell unvested incentive stock options to the employee using a company guaranteed loan, on which interest is not paid until the stock has vested (simple answer: exercise stock as it becomes vested). The only downside is that if the company folds, the loans become debt instruments, like any other; but you can quit-claim the options, and still get out.

            All of these are really tax dodges to get around the draconian tax laws that were only supposed to apply to the top 1% of income earners, but end up screwing the little guys.

            I know tons of engineers who lost cars, houses, and even one who committed suicide over their exercise in Feb/March of 2000 of stock options that were so far under water by the time they left the lock-out period, that they owed literally millions of dollars as of January 1st, and things didn't get any better by April 15th of 2001.

            It seems to me that it's a double standard, if it's "unethical and scummy" on one hand, and "the only way to avoid losing everything" on the other.

            The real problem is that such contortions are necessary to protect little guys from tax laws which are blatantly anti-little-guy, for all of their intent to hurt only people for which no one has any sympathy.

            -- Terry
  • "Hey, can I fire you?"

    Looks like they could :P

People who go to conferences are the ones who shouldn't.

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